Jones Soda: Sold for 37 Cents per Share ($9.8M)

Jones Soda Company (NASDAQ:JSDA) is going, going -- gone.  Today shares are down 37% at 52 cents and Reed's Inc. (NASDAQ:REED) plans to takeover Jones for just 37 cents per share or $9.8 million.

The non-binding provisions of the LOI contemplate a merger transaction in which Reed's would acquire Jones Soda for a combination of cash and Reed's common stock. The shareholders of Jones Soda would receive an aggregate of 4.5 million shares of Reed's common stock (or approximately 0.17 of a share of Reed's common stock per share of Jones Soda common stock based on current Jones Soda shares outstanding) and cash of $0.10 per share of Jones Soda common stock (or an aggregate of approximately $2.56 million based on current shares outstanding).

There is no financing contingency as Reed's would use its best efforts to secure the cash portion of the consideration, and if it is unable to secure all or part of this cash, any deficit would instead be paid in additional shares of Reed's common stock, with the aggregate number of shares equal to the amount of the cash deficit divided by $1.70.

The deal roughly valued at $0.37/share (composed of $0.10 cash and .17 shares of REED stock for every share of JSDA stock held is about 57% below yesterday's closing price of $0.85/share.