SOURCE: Adaiah Distribution Inc

April 08, 2016 02:58 ET

Adaiah Distribution, Inc. Announces LOI for Sale of Contolling Interest of Company

MADONA, LATVIA--(Marketwired - April 08, 2016) -  Adaiah Distribution Inc., a Nevada corporation (OTCQB: ADHH) announced today that on March 28, 2016, Nikolay Titov, the sole director, President, Treasurer and Secretary, and holder of 116,000,000 shares of common stock of Adaiah Distribution Inc. ("Adaiah or the "Company"), representing approximately 82.27% of the Company's issued and outstanding securities, entered into a Letter of Intent (the "LOI"), pursuant to which he agreed to sell all of his shares in the Company to two (2) unrelated third parties (the "Purchasers"). In the event the transactions contemplated by the LOI are completed, the Purchasers and related number of shares purchased would be as set forth below:

         
Name of Purchaser   No. of Shares   Percentage of Issued and Outstanding
Mr. Daniel Gallardo Wagner   112.8 million   80%
Agent/Consultant   3.20 million   2.27%
Total   116,000,000   82.27%
         

The potential new shareholders have no direct family relationships to the officers or directors of Adaiah. Mr. Daniel Gallardo Wagner is the Vice President of U.S. Operations for Angelini Trading Company, a Santa Monica, California-based company, which distributes 26 varieties of wine from 5 different family owned wineries, 2 different handmade Italian pasta factories, as well as the olive oil which won the 2014 award for best olive oil in the world. Mr. Wagner has indicated he is exploring the possibility of adding Angelini Trading Company as an additional operating unit of Adaiah. Angelini Trading was formed by Robert Adamo and his cousin, Richard Angelini in 2012. The Angelini and Adamo families had been merchants and artists since 1600 and Roberto had always wanted to launch a business based on Italian food products. Richard was a former lawyer who spoke Italian, was born in Italy, owned a chain of food establishments and also numerous auto dealerships and a finance company. The business was formed with the objective to source from the Italian peninsula companies that wished to export only the highest level of product available to the rest of the world. 

The cousins came up with a set of qualifications that must be met by any Italian factory before they could be accepted as an authorized supplier for Angelini Trading Company:

  • The factory must have at least 3 generations of experience and be family run.
  • The factory must have a proven track record of sales and a great reputation in Italy and Europe.
  • The factory must not have ever imported their product to America.
  • The factory must grant Angelini Trading Company the exclusive rights to distribute its products anywhere in the world outside of Europe.

In addition to distributing wine, handmade pasta and olive oil, Angelini also has agreements to import tomato sauce, mineral water, cheese, coffee, Panatone and many different kinds of phenomenal specialty food items seldom seen in the U.S. market. 

Angelini Trading Company is, in essence, a network of established, successful, factories all with the common goal of exporting their own authentic brand of Italian quality products to a grateful world. For more information see http://www.angelinitrading.com

Biographical information pertaining to Mr. Daniel Gallardo Wagner is provided below.

Mr. Daniel Gallardo Wagner is the Vice President of U.S. Operations for Angelini Trading Company. After studying International Business at Grossmont College in San Diego, California, Mr. Wagner launched and managed the largest night club in San Diego. From California he moved to Quintana Roo, Mexico where he was involved in numerous resort and restaurant projects. Recently, Mr. Wagner secured the exclusive rights to distribute Froz'n alcoholic icepops throughout Spain, Portugal, USA and South America. Mr. Wagner is fluent in German, Spanish and English and currently lives in Marbella, Spain, where he has successfully operated several restaurants. He has a wealth of contacts in Europe and South America within the hospitality industry, and in marketing and media.

The terms set forth in the LOI are not binding and are subject to change. The obligations of all parties to consummate the sale of the securities of the Company under the LOI are subject to the negotiation and execution of a definitive agreement and satisfaction of the conditions contained in such definitive agreement, including completion of the Purchasers' due diligence review of the Company. It is anticipated that upon closing of the sale of the securities, a change of control is expected to occur with Mr. Titov appointing a designee of the Purchasers as a member of the Board of Directors and as President of the Company. Thereafter, Mr. Titov is expected to resign as a member of the Board.

On March 1, 2016, Mr. Titov, entered into a Letter of Intent (the "Prior LOI"), pursuant to which he agreed to sell all of his shares in the Company to four (4) unrelated third parties, and the Company reported the Prior LOI on Form 8-K filed with the Securities and Exchange Commission. The capital structure of the Company was not acceptable to the potential purchasers under the Prior LOI and the Prior LOI was terminated.

Safe Harbor Statement: This release contains forward-looking statements regarding potential results of operations and business of Adaiah Distribution, Inc., which involves risks and uncertainties. The Company's actual future results could materially differ from those discussed. Adaiah intends that all statements included herein, including those referring to future revenues and earnings, be subject to the "Safe Harbors" provision of the Private Securities Litigation Reform Act of 1995.

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