Morris Group Co., Ltd entered into an agreement to acquire Jennifer Convertibles, Inc. from Morris Holdings Limited (SEHK:1575) for $35 million on March 31, 2020. Under the terms of the Acquisition Agreement signed on July 4, 2018, if Jennifer Convertibles records an audited net loss after tax for any of the two years ending December 31, 2019 or 2020, Morris Group may serve an Option Notice to exercise the Put Option and to require Morris Holdings Limited to repurchase the Jennifer Convertibles at the Exit Price, which is equivalent to the consideration for the acquisition of $35 million. As of March 31, 2020, Morris Holdings Limited has only paid $20 million to Morris Group, and the remaining balance of the Consideration in the amount of $15 million remained outstanding. This unpaid balance of $15 million shall be set off against the consideration of $35 million, resulting in a net payment due and payable by Morris Group in the amount of $20 million upon the Disposal Completion. As of December 31, 2019, Jennifer Convertibles reported revenues of $30 million (RMB 208.5 million), net loss of $5 million (RMB 35.3 million), total assets of $34.8 million (RMB 241.9 million) and net liabilities of $16 million (RMB 111.6 million). The transaction is subject to Morris Group’s shareholder approval. As of July 3, 2020, Independent Board Committee of Morris Group recommended the Morris Group’s Shareholders to approve the option agreement. As of July 21, 2020, the shareholders of Morris Group approved the option agreement. The Independent Board Committee of Morris Group comprising all the independent non-executive Directors, namely, Liu Haifeng, Pang Wing Hong and Chu Guodi, was established to advise the Independent Shareholders. Under the terms of the Acquisition Agreement, once the Option Notice is served, the Disposal Completion shall take place on the date falling 20 business days after the service of the Option Notice. AJ Corporate Finance Limited acted as financial advisor to Morris Group. Morris Group Co., Ltd completed the acquisition of Jennifer Convertibles, Inc. from Morris Holdings Limited (SEHK:1575) on August 14, 2020.