USFM and Twin Vee Amend Merger Agreement, Revising Ownership Split to 93% and 7%

USFM Corporation and Twin Vee PowerCats Co. (NASDAQ:VEEE) have revised the terms of their proposed merger, increasing the ownership stake allocated to existing USFM shareholders and introducing a new financing provision ahead of the transaction’s expected completion.

The companies amended their definitive merger agreement, originally signed on 12 July 2026, to adjust the post-merger ownership structure.

Under the revised arrangement, USFM shareholders immediately before completion will receive 93% of the combined company, compared with 90% under the original agreement.

Existing Twin Vee shareholders will hold the remaining 7%, down from the previously agreed 10%.

The amendment also requires USFM to use reasonable best efforts to complete a private investment in public equity (PIPE) financing of up to $5 million.

The revised terms have received approval from the boards of directors of both companies, although the transaction remains subject to shareholder and regulatory approvals.

Revised Merger Terms Increase USFM Shareholder Ownership

The principal change to the agreement concerns the allocation of equity in the combined business.

The revised 93% ownership stake for USFM shareholders represents an increase of three percentage points from the original transaction terms.

Meanwhile, Twin Vee shareholders will receive a smaller proportion of the merged entity, with their allocation reduced from 10% to 7%.

The revised structure gives USFM’s existing investors a larger economic interest in the combined company following completion.

In addition to the ownership changes, the companies introduced a financing provision requiring USFM to make reasonable best efforts to close a PIPE offering of up to $5 million.

PIPE transactions involve private investments in publicly traded companies and can provide additional capital to support corporate transactions and subsequent business operations.

The amendment does not guarantee that the full $5 million will be raised, and the companies have not disclosed further details regarding the proposed financing terms.

New Holding Company to Own Both Businesses

The merger will be implemented through a newly established Texas corporation named Twin Vee Holdco Inc., referred to as Pubco.

Following completion, Pubco will become the parent company of both USFM and Twin Vee, with each operating as a wholly owned subsidiary.

The companies expect Pubco’s shares to be listed on NYSE American or another national securities exchange.

The holding company structure will bring the two businesses under common ownership while allowing them to remain separate legal subsidiaries.

The planned exchange listing remains part of the transaction structure, although completion will depend on satisfying the applicable requirements and closing conditions.

Twin Vee Marine Business to Be Transferred Into Separate Trust

Before the merger closes, Twin Vee intends to transfer the assets and liabilities of its marine business into a Delaware statutory trust.

The trust will be established for the benefit of Twin Vee shareholders who hold shares immediately before completion of the transaction.

Each eligible shareholder will receive a non-transferable contingent value right (CVR), providing an entitlement to potential future distributions from the trust.

Those distributions are expected to arise from the continued operation or eventual sale of Twin Vee’s marine business.

The arrangement separates the existing marine operations from the business combination while preserving a potential economic interest in those assets for current Twin Vee shareholders.

However, the value and timing of any distributions will depend on the performance or disposal of the marine business.

The companies have not specified the amount that shareholders may ultimately receive through the CVRs.

Merger Expected to Close by Early 2027

Both companies’ boards have approved the amended merger agreement, allowing the transaction to proceed towards the remaining approval stages.

Completion remains conditional on approval from Twin Vee’s disinterested shareholders, applicable regulatory clearances and other customary closing requirements.

The companies continue to expect the merger to close during the fourth quarter of 2026 or the first quarter of 2027.

The timetable remains subject to the necessary approvals and the satisfaction of the transaction’s closing conditions.

USFM is being advised by Loeb & Loeb LLP, while Sheppard Mullin Richter & Hampton LLP is serving as legal counsel to Twin Vee.

Houlihan Capital provided a fairness opinion to Twin Vee’s board of directors in connection with the transaction.

The amended agreement establishes a revised ownership allocation, introduces a potential $5 million financing and maintains the planned separation of Twin Vee’s marine operations.

Investors will be monitoring the shareholder approval process, progress towards the PIPE financing and any further updates to the expected merger timetable.

Twin Vee PowerCats stock price