Delavaco Properties Inc. entered into a letter of intent to acquire Sereno Capital Corp. (TSXV:SZZ.H) in a reverse merger transaction on May 24, 2013. As per the terms of the deal, Sereno will issue 414.3 million shares in exchange of all outstanding shares of Delavaco. As part of the transaction, the issued and outstanding common shares of Sereno will be consolidated on an 8 to 1 basis, such that the total number of issued and outstanding units of the resulting issuer will be 52.4 million. After share consolidation, the previous shareholders of Delavaco Properties will hold 25.1 million shares and units to be issued with respect to Delavaco convertible debenture will be 9.4 million. Under the terms of agreement, Sereno will convert into a real estate investment trust and will be named as Delavaco Residential Properties Trust. A definitive agreement is expected to be signed by June 30, 2013.

Delavaco is expected to complete a private placement of 5-year, 6.0% secured debentures, convertible into common shares for aggregate gross proceeds of approximately $30 million (CAD 31 million). Subject to Exchange approval, on completion of the Proposed Transaction, the management team and the Board of trustees of the resulting issuer will include Andrew DeFrancesco, Marc Muzzo, Keith L. Ray, Michael Serruya, Kelly Hanczyk, Dallas Wharton, and Michael Galloro. Romeo De Gasperis will be appointed as an independent director of combined company.

Delavaco Properties Inc. entered into a definitive agreement to acquire Sereno Capital Corp. (TSXV:SZZ.H) in a reverse merger transaction on Sepember 18, 2013. Post transaction, the merged company will satisfy the original listing requirements of the exchange for a Tier 1 Real Estate or Investment Issuer and will combine its business under the new name “Delavaco Residential Properties Inc.”. On the amalgamation, the common shares of Delavaco will be cancelled and former shareholders of Delavaco shall receive that number of Sereno Shares equal to, the number of Delavaco shares so cancelled, multiplied by 7.36. Sereno will subsequently consolidate all of the issued and outstanding Sereno shares on the basis of 7.36 pre-consolidation shares for one post-consolidation share in the merged entity.

Completion of the transaction is subject to signing of definitive agreement; completion of satisfactory due diligence investigations by Sereno; approvals from the Board of Directors of Sereno and Delavaco; approval by the Sereno's and Delavaco's shareholders, receipt of all the lender consents and the completion of the reorganization and stock exchange approval. As of December 3, 2013, the transaction was conditionally approved by TSX Venture Exchange. The transaction is expected to close in the fourth quarter of 2013. Trading of common shares of Sereno will be halted. Curtis Cusinato, Jeremy Ehrlich, Tariq Rangwala, Matthew Hunt and Kristina Vranjkovic of Stikeman Elliott LLP acted as legal advisor to Delavaco Properties Inc. All conversions were done through www.oanda.com as in May 24, 2013.

Delavaco Properties Inc. completed the acquisition of Sereno Capital Corp. (TSXV:SZZ.H) in a reverse merger transaction on January 2, 2014. it is expected that the trading of the common shares of Delavaco will re-commence on or about January 3, 2014 under the symbol DVO.U.