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JUPITER Global Holdings (JPHC)

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Last Post: 2/14/2021 9:05:16 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 02/14/21 09:05:16 PM
#5728   Wow... I barely missed the move fro .0013 Bigfootbud 01/05/21 01:21:20 AM
#5727   Attention all former JPHC longs that sold their Bigfootbud 11/12/18 09:03:38 PM
#5726   JPHC and APOA merged to form Paivs, Corp.. Bigfootbud 11/12/18 08:36:25 PM
#5725   What happened here? Please share your story, for DelightDevil 11/10/18 08:57:11 PM
#5724   3 years later, I am here again! Just Bigfootbud 04/07/17 09:26:49 PM
#5723   HI BUD!!! :) Even MORE time passed... Bigfootbud 03/30/14 03:41:15 AM
#5722   WOW!! Hi all! Time passed is nice to Bigfootbud 09/29/11 12:14:31 PM
#5721   And even now!!! :) Bigfootbud 09/29/11 11:45:07 AM
#5720   AND AGAIN!!! :):):) Bigfootbud 10/28/07 04:39:04 PM
#5719   & once again Bigfootbud 05/23/07 11:40:42 PM
#5718   JUST HERE TO BE STILL HERE!!!!!!! Bigfootbud 05/18/07 01:11:28 AM
#5717   Sorry, no time or energy to find you im a survivor 10/23/06 01:46:48 PM
#5716   Where did you find that info about the virginian 10/22/06 03:48:15 PM
#5715   shares are restricted for 1 year and 2.....you im a survivor 10/22/06 03:38:35 PM
#5714   How can they implement a reverse split on virginian 10/22/06 10:45:48 AM
#5713   test raggs 09/20/06 11:42:48 PM
#5712   Visteele-Here are MM's terms: bepop12345 09/03/06 07:55:03 PM
#5711   I believe it's two years Borris 08/29/06 06:59:06 PM
#5710   I hear there are restrictions. How long before FastEddie777 08/29/06 05:35:57 PM
#5709   eddie they changed symbols and reverse split again bing259 08/29/06 05:23:53 PM
#5708   I got an email from my broker that FastEddie777 08/19/06 10:44:06 AM
#5707   Will the JPHC shares that are supposed to sharky 08/06/06 11:49:22 AM
#5706   Will these shares automaticlly convert to paiv soon?? shares2 07/30/06 12:33:20 PM
#5705   Thanks I didn't know where to find that.. pokerdv8 07/20/06 11:59:06 AM
#5704   Thank you Madmax... I was right with PennyMadness 07/19/06 09:42:43 AM
#5703   I don't have the slightest idea what they'll be... madmax6 07/18/06 11:26:09 PM
#5702   Or 1/5th of them would be enough for realtmg 07/18/06 06:36:35 PM
#5701   Look in your Scottrade gainskeeper..it'll show you exactly madmax6 07/18/06 05:37:32 PM
#5700   madmax... What did scottrade have to say about PennyMadness 07/18/06 04:50:15 PM
#5699   Scottrade called me today to let me know madmax6 07/14/06 05:14:48 PM
#5698   I belive the conversion was 0.46232085067036500 Borris 07/13/06 05:59:11 PM
#5697   Fellow JPHC shareholders, if I had 1,300,000 shares sharky 07/13/06 10:37:40 AM
#5696   Its in this post: fugeguy 07/12/06 12:54:47 PM
#5695   Can anyone refresh my memory as to what chaskaman 07/10/06 04:34:13 PM
#5694   jphc and scottrade realtmg 07/05/06 01:36:23 PM
#5693   just another frank raggs 07/04/06 01:05:08 AM
#5692   I would await an answer from the company im a survivor 05/30/06 08:15:50 PM
#5691   Whoever replied to me about my issue , realtmg 05/30/06 06:47:18 PM
#5690   My scottrade account is still the same w/ realtmg 05/30/06 05:58:17 PM
#5689   thanks masta. Is there a chance for us FastEddie777 05/30/06 03:52:00 PM
#5688   Ooops, sorry try this - http://www.pinksheets.com/quote/news.jsp?symbol=PAIV mastaflash 05/30/06 02:44:22 PM
#5687   Can't access those sites. It's asking for passwords. FastEddie777 05/30/06 02:41:59 PM
#5686   JPHC converted to PAIV on May 19th ( mastaflash 05/30/06 02:40:14 PM
#5685   What happened to JPHC? It's not listed on FastEddie777 05/30/06 02:33:24 PM
#5684   CNCN chart mastaflash 05/26/06 12:43:22 AM
#5683   Thankin' you folks that posted a "don't sell" yimnyjeepers 05/25/06 06:45:42 PM
#5682   OH CHIT! boy I hope not. wow ZanBoullion 05/23/06 07:21:54 PM
#5681   Analysis of kermit. He sold about 10mn, maybe irockupet 05/23/06 07:14:06 PM
#5680   Or more...who knows...I see several scenarios....stock gets halted......End im a survivor 05/23/06 01:23:43 PM
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