American grocery chain iFresh has entered into share exchange agreement to spin-off its wholly owned subsidiary NYM Holding.

The subsidiary will be sold to Go Fresh 365 for a cash consideration of $9.1m. Go Fresh  is solely owned by iFresh CEO Long Deng.

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The company has entered share exchange agreement to acquire China-based Xiaotai International Investment.

“The acquisition and spin-off, are advisable, fair to and in the best interests of the shareholders of the company.”

As part of the agreement, iFresh will acquire all of the issued and outstanding shares of Xiaotai from its shareholders and will offer 254,813,383 shares of common stock to shareholders of the Chinese investment firm in return.

iFresh will own 100% of Xiaotai following the completion of both the transactions.

Go Fresh will become the guarantor of the $22m loan owed by NYM to KeyBank National Association.

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iFresh CEO and chair Long Deng said: “The company’s special committee consisting of solely independent directors as well as the board of directors of IFMK have unanimously determined that the acquisition and spin-off, are advisable, fair to and in the best interests of the shareholders of the company, and has therefore approved the share exchange agreement and the share purchase agreement and recommend our shareholders to vote for such transactions at the special shareholders meeting.

“The acquisition of Xiaotai and simultaneous spin-off marks an important step forward in both parties’ transformation. We believe Xiaotai will deliver long-term value to the Company’s shareholders.”

The transaction is currently subject to a number of conditions, including IFMK’s shareholders’ approval of both transactions, satisfaction of NASDAQ listing requirements of the post-restructure company, consent of KeyBank, regulatory approvals, and the appointment of a person designated by Xiaotai to the board of directors.