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Created: 04/05/2005 11:54:55 PM - Followers: 41 - Board type: Free - Posts Today: 0
Press Release Source: JUPITER Global Holdings, Corp. http://biz.yahoo.com/iw/060425/0125030.html APO Health, Inc. and JUPITER Global Holdings, Corp. Announce Signing of Definitive Agreement and Plan of Merger Tuesday April 25, 3:11 pm ET OCEANSIDE, NY--(MARKET WIRE)--Apr 25, 2006 -- APO Health, Inc. ("APO") (OTC BB:APOA.OB - News) and JUPITER Global Holdings, Corp. ("JUPITER") (Other OTC:JPHC.PK - News) today jointly announced their execution of a Definitive Agreement and Plan of Merger (the "Merger Agreement") pursuant to which APO has agreed, through a wholly owned subsidiary, to acquire 100% of the issued and outstanding common shares of JUPITER, and JUPITER has agreed, at the closing of the transaction, to become a wholly owned subsidiary of APO. As consideration in the merger transaction, APO has agreed to exchange shares of its common stock ("the Issuable Shares") with JUPITER's shareholders at an exchange ratio, which is subject to adjustment under the Merger Agreement that values the JUPITER shares at $0.005 per common share. Jan Stahl, the Chief Executive Officer of APO, commented, "APO is making a shift in its business future and JUPITER, and primarily its subsidiary, Macro Communications, Inc. (www.macrosouth.com), presented the best opportunity for us to build a significant operation under a new direction for our shareholders. Our aim was to chart a new course for APO that would result in accelerated growth and increased shareholder value. The challenges we have experienced in growing our health subsidiary prompted the development of our plan for change that included a process of looking for opportunities outside of the health industry and ultimately develop a business with holdings that could provide for significant value creation. Macro Communications, Inc. is a business that we believe has vast potential. It is currently a multimillion dollar operation that has a business plan which includes other acquisition candidates and a comprehensive strategy for growth and profit generation. We look forward to welcoming the JUPITER shareholders as APO shareholders and feel very strongly on the new combined entities moving forward." ADVERTISEMENT Ray Hawkins, the Chief Executive Officer of JUPITER, commented further, "The execution of this agreement results from a diligently prepared and successfully executed plan that we had implemented to move JUPITER forward for the future growth of the company, and ultimately for the enhancement of value for the JUPITER shareholders. APO is a solid company which currently is a multimillion dollar operation, and we feel this merger provides a great opportunity for our shareholders' growth prospects. We are very pleased with the valuation that we received from APO and feel it is fair for our shareholders. We look forward to the consummation of this transaction and setting things in motion to develop a new path of success for the combined corporations." The parties have agreed to use their best efforts to consummate the transaction by May 10, 2006, or as soon as practicable thereafter. The Merger Agreement will be filed by APO as an exhibit to a Current Report on Form 8-K with the U.S. Securities and Exchange Commission as required. The Merger Agreement contains certain conditions precedent to consummation of the merger, including but not limited to, obtaining consents, providing certified lists of shareholders and delivery of certain due diligence and other corporate documents. The Merger Agreement provides that the Issuable Shares will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) APO receives an opinion of counsel for APO that an exemption from the registration requirements of the Securities Act is available. ABOUT APO HEALTH, INC. APO Health, Inc., a Nevada corporation, through its subsidiary distributes medical, dental and health and beauty aids products to dental and medical professionals and wholesalers throughout the United States. ABOUT JUPITER GLOBAL HOLDINGS, CORP. JUPITER Global Holdings, Corp., a Nevada corporation, is a holding company with interests and developments in a diverse number of growing industries. JUPITER plans to achieve a leadership position through the building of a synergistic network of innovative, profitable and global businesses. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 (the "PLSLRA") provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements. Statements contained herein that are not based on historical fact, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could" and other similar expressions, constitute forward-looking statements under the PSLRA. APO and JUPITER intend that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements are based on current assumptions but involve known and unknown risks and uncertainties that may cause APO and JUPITER actual results, performance or achievements to differ materially from current expectations. These risks include economic, competitive, governmental, technological and other factors discussed in APO and JUPITER annual, quarterly and other periodic public filings on record with the Securities and Exchange Commission which can be viewed free of charge on its website at http://www.sec.gov. Please visit JUPITER's website: www.jupiterglobal.net Contact: For more information regarding JUPITER, please contact: JUPITER Global Shareholder Services Phone: 1.800.963.6532 Email Address: Email Contact For more APO information please contact: Phone: 516-594-0005 x 221 -------------------------------------------------------------------------------- Source: JUPITER Global Holdings, Corp. disclaimer, information above gathered from internet sources, do you own due diligence
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#5729 Hi McSh00ter!! I can't PM... I also have Bigfootbud 02/14/2021 09:05:16 PM
#5728 Wow... I barely missed the move fro .0013 Bigfootbud 01/05/2021 01:21:20 AM
#5727 Attention all former JPHC longs that sold their Bigfootbud 11/12/2018 09:03:38 PM
#5726 JPHC and APOA merged to form Paivs, Corp.. Bigfootbud 11/12/2018 08:36:25 PM
#5725 What happened here? Please share your story, for DelightDevil 11/10/2018 08:57:11 PM
#5724 3 years later, I am here again! Just Bigfootbud 04/07/2017 09:26:49 PM
#5723 HI BUD!!! :) Even MORE time passed... Bigfootbud 03/30/2014 03:41:15 AM
#5722 WOW!! Hi all! Time passed is nice to Bigfootbud 09/29/2011 12:14:31 PM
#5721 And even now!!! :) Bigfootbud 09/29/2011 11:45:07 AM
#5720 AND AGAIN!!! :):):) Bigfootbud 10/28/2007 04:39:04 PM
#5719 & once again Bigfootbud 05/23/2007 11:40:42 PM
#5718 JUST HERE TO BE STILL HERE!!!!!!! Bigfootbud 05/18/2007 01:11:28 AM
#5717 Sorry, no time or energy to find you im a survivor 10/23/2006 01:46:48 PM
#5716 Where did you find that info about the virginian 10/22/2006 03:48:15 PM
#5715 shares are restricted for 1 year and 2.....you im a survivor 10/22/2006 03:38:35 PM
#5714 How can they implement a reverse split on virginian 10/22/2006 10:45:48 AM
#5713 test raggs 09/20/2006 11:42:48 PM
#5712 Visteele-Here are MM's terms: bepop12345 09/03/2006 07:55:03 PM
#5711 I believe it's two years Borris 08/29/2006 06:59:06 PM
#5710 I hear there are restrictions. How long before FastEddie777 08/29/2006 05:35:57 PM
#5709 eddie they changed symbols and reverse split again bing259 08/29/2006 05:23:53 PM
#5708 I got an email from my broker that FastEddie777 08/19/2006 10:44:06 AM
#5707 Will the JPHC shares that are supposed to sharky 08/06/2006 11:49:22 AM
#5706 Will these shares automaticlly convert to paiv soon?? shares2 07/30/2006 12:33:20 PM
#5705 Thanks I didn't know where to find that.. pokerdv8 07/20/2006 11:59:06 AM
#5704 Thank you Madmax... I was right with PennyMadness 07/19/2006 09:42:43 AM
#5703 I don't have the slightest idea what they'll be... madmax6 07/18/2006 11:26:09 PM
#5702 Or 1/5th of them would be enough for realtmg 07/18/2006 06:36:35 PM
#5701 Look in your Scottrade gainskeeper..it'll show you exactly madmax6 07/18/2006 05:37:32 PM
#5700 madmax... What did scottrade have to say about PennyMadness 07/18/2006 04:50:15 PM
#5699 Scottrade called me today to let me know madmax6 07/14/2006 05:14:48 PM
#5698 I belive the conversion was 0.46232085067036500 Borris 07/13/2006 05:59:11 PM
#5697 Fellow JPHC shareholders, if I had 1,300,000 shares sharky 07/13/2006 10:37:40 AM
#5696 Its in this post: fugeguy 07/12/2006 12:54:47 PM
#5695 Can anyone refresh my memory as to what chaskaman 07/10/2006 04:34:13 PM
#5694 jphc and scottrade realtmg 07/05/2006 01:36:23 PM
#5693 just another frank raggs 07/04/2006 01:05:08 AM
#5692 I would await an answer from the company im a survivor 05/30/2006 08:15:50 PM
#5691 Whoever replied to me about my issue , realtmg 05/30/2006 06:47:18 PM
#5690 My scottrade account is still the same w/ realtmg 05/30/2006 05:58:17 PM
#5689 thanks masta. Is there a chance for us FastEddie777 05/30/2006 03:52:00 PM
#5688 Ooops, sorry try this - http://www.pinksheets.com/quote/news.jsp?symbol=PAIV mastaflash 05/30/2006 02:44:22 PM
#5687 Can't access those sites. It's asking for passwords. FastEddie777 05/30/2006 02:41:59 PM
#5686 JPHC converted to PAIV on May 19th ( mastaflash 05/30/2006 02:40:14 PM
#5685 What happened to JPHC? It's not listed on FastEddie777 05/30/2006 02:33:24 PM
#5684 CNCN chart mastaflash 05/26/2006 12:43:22 AM
#5683 Thankin' you folks that posted a "don't sell" yimnyjeepers 05/25/2006 06:45:42 PM
#5682 OH CHIT! boy I hope not. wow ZanBoullion 05/23/2006 07:21:54 PM
#5681 Analysis of kermit. He sold about 10mn, maybe irockupet 05/23/2006 07:14:06 PM
#5680 Or more...who knows...I see several scenarios....stock gets halted......End im a survivor 05/23/2006 01:23:43 PM
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