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Stran to Merge With Long Blockchain Corp.

The promotional products distributorship has entered into a nonbinding letter of intent with the company to merge their businesses.

Quincy, MA-based Stran Promotional Solutions (asi/337725) has announced its entry into a nonbinding letter of intent with Long Blockchain Corp. (LBCC) to merge their businesses. Financial terms of the deal weren’t disclosed.

“We’re excited to expand Stran’s visibility through this proposed transaction,” Andy Shape, president of Stran and CEO and a director of LBCC, said in a press release. “We bring more than 25 years of experience building strong partnerships, cutting-edge technology solutions and innovative custom branding programs that help our customers extend the loyalty of their brands. We see this transaction as an ideal platform for further growth opportunities for the Stran family – including our partners, customers, employees and current and future shareholders.”

LBCC is the holding company for wholly owned subsidiary Stran Loyalty Group, which is a collaboration with Stran Promotional Solutions focused on providing loyalty, incentive, reward and gift card programs to corporate and consumer brands.

The letter of intent contemplates an all-stock transaction, in which LBCC would form a wholly owned subsidiary which would merge with and into Stran. As a result, Stran would become the primary operating business and Stran Loyalty Group would remain as a separate subsidiary. Assuming that both Stran and LBCC successfully reach a definitive agreement and all conditions are satisfied, the transaction would be expected to close in the fourth quarter of 2019.

LBCC has formed a special committee comprised solely of disinterested directors to negotiate the terms of the merger, and this special committee has engaged an independent third party to provide a fairness opinion on the transaction. If the proposed transaction is completed, LBCC would be renamed to reflect the new primary focus of the business, and its board of directors would be restructured to include individuals with experience in the promotional solutions industry. Andy Shape would remain CEO and a director of the combined group.

“Stran has been a fantastic partner over the past year in establishing our loyalty program business operated through Stran Loyalty Group, which has grown nicely,” said William Hayde, independent director of LBCC and a member of the special committee. “Through this venture, we developed a stronger appreciation for the opportunities within this industry, which led us to this proposed transaction. We believe this was a natural next step for both companies, as well as our partners and shareholders.”

Stran, which has offices in the U.S. and China, was founded in 1994 by Shape and Andrew Stranberg. The firm provides branded merchandise, print, packaging, warehousing and fulfillment, plus direct mail, among other services.