Unaudited Pro Forma CondensedMerger Agreement • December 11th, 2018 • Aerocentury Corp • Services-equipment rental & leasing, nec
On October 26, 2017, AeroCentury Corp. (“AeroCentury” or the “Company”) and JetFleet Holding Corp. (“JHC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) for the acquisition of JHC by the Company in a reverse triangular merger (“Merger”) for consideration of approximately $2.8 million in cash and 129,286 shares of common stock of the Company, as determined pursuant to the Merger Agreement. JHC is the sole shareholder of JetFleet Management Corp, (“JMC”), which is the manager of the Company’s assets. The Merger was consummated on October 1, 2018. The Company’s common stock issued as consideration in the Merger was offered and sold pursuant to an exemption from registration under Section 3(a)(10) of the Securities Act of 1933, as the California Department of Business Oversight (the “DBO”) had issued a permit for the issuance of such securities to JHC’s shareholders on February 22, 2018 after a fairness hearing before the DBO.
