Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Still got all mine... hoping that this works out!
what's your take in this? How much aoR shares should be valued at? Thanks.
XSTREAM BEVERAGE NETWORK INC (U-XSBV) - News Release
XStream Beverage Network, Inc. Completes Sale of Wholly Owned Subsidiary to Global Beverage Solutions, Inc.
2007-03-01 08:30 ET - News Release
Also News Release (U-GBVS) GLOBAL BEVERAGE SOLUTIONS INC
Company Website: http://www.xbev.com
FORT LAUDERDALE, Fla. -- (Business Wire)
XStream Beverage Network, Inc. (OTCBB:XSBV) (“XStream Beverage”) an emerging developer, marketer and distributor of new age beverages, today announced it has completed the sale, pursuant to a merger transaction, of its wholly owned subsidiary, Beverage Network of Maryland, Inc., with a subsidiary of Global Beverage Solutions, Inc. (OTCBB:GBVS) (“Global Beverage”). Global Beverage is a registered business development company (BDC) which invests in a portfolio of companies in the beverage industry. Among its current holdings is Rudy Beverages, Inc., founded by Notre Dame Football player Daniel “Rudy” Ruettiger.
According to terms of the merger agreement, XStream Beverage will receive 60,500,000 shares of Global Beverage common stock. In addition, Global Beverage will issue a $2 million note payable to XStream Beverage. The transaction was effected through Global Merger Corp., a wholly owned subsidiary of Global Beverage.
XStream Beverage Chairman & CEO Ted Farnsworth said that the sale of its subsidiary will enable XStream Beverage to reduce its debt and further enhance shareholder value.
“Once our debt is satisfied, we intend on exploring various options on how we might benefit our shareholders,” said Farnsworth. “This could include possible distributions and dividends.”
XStream Beverage first acquired the assets of Beverage Network of Maryland, Inc. (formally Master Distributors, Inc.) in July 2004. Beverage Network of Maryland, Inc. had revenues of $10.2 million in 2005 with EBITDA of $426,000.
Farnsworth said that XStream Beverage also intends to sell its brands in a separate transaction.
“We feel that with all the interest in the New Age beverage category this is the perfect time to take advantage of the demand for quality products, specifically those that fit growing niche markets such as the energy drink sector,” Farnsworth said. “Other entities have already expressed keen interest in our Maui Juice, Chinese Rocket Fuel and Squeeze Soda brands.”
Now that the merger is complete Farnsworth will continue to serve on XStream Beverage’s board of directors.
XStream Beverage President Jerry Pearring will step down from his executive and board positions at XStream Beverage to serve on the board of directors of Global Beverage and become the Chief Executive Officer of Global Beverage following the transition.
“We want to assure our shareholders that XStream Beverage is a very viable entity which will own a major stake in Global Beverage,” said Pearring. “The combined entities create an outstanding platform to further develop our unique branding and distribution strategy.”
About XStream Beverage Network, Inc.
XStream Beverage is an emerging brand development and distribution company in the fast growing $21 billion "new age" beverage industry. XStream Beverage develops markets, sells and distributes innovative new age beverage natural sodas, fruit juices, and energy drinks. In addition, XStream Beverage also operates as a wholesale distributor of highly recognized third party new age beverage brands such as Fiji Water, Arizona and Welch's.
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include failure to complete successfully the development of new or enhanced products, the successful implementation of acquisition program, the Company’s future capital needs, the success of competitive products, fluctuations in costs, changes in consumer preferences and other items described in the Company’s Securities and Exchange Commission filings. The Company undertakes no obligation to update any statements in this press release.
Contacts:
XStream Beverage Network, Inc., Fort Lauderdale
Peter Nasca, 954-473-0677
Chicago: 312-421-0723
pnasca@pnapr.com
up 2 today! needs to get the bid up to 10 so I can salvage my measely investment.
if memory serves me well GBVS need to raise $2 million to complete the merger.
anyone have hear any roumors about GBVS?? Something going on on the Raging Bull board, but I don't have details...
What about the merger??
Holding strong and hoping for the best!!!!
Section 2.5 of the AGREEMENT AND PLAN OF MERGER states:
Effect on Stock. ...... (i) each share of the issued and outstanding common stock of the Company (aka XSBV) shall be cancelled and (ii) the capital stock of the Merger Subsidiary (aka GBVS) shall be the capital stock of the Surviving Corporation (aka the resulting co.).
...so XSBV stock gets cancelled but section 2.6 states that XSBV gets 60,500,000 of GBVS stock (closed at 0.35 today = $21,175,000) plus $2,000,000. Does that mean XSBV stock gets converted to GBVS stock?
If so, GBVS has 44M shares outstanding, adding 60M shares dilutes the stock to about $0.15?
What's your take on this?
Closing before Feb 7. Hope we make a little profit or at least break even with pps!!
thanks cargo!! I'm gonna hold for a little longer... ;)
I sold all my XSBV long ago, when they didn't complete the merger on schedule as originally proposed, and got out with a small profit. Could kick myself for not having taken the .20 top, but I really thought at that time, it might go to .35 range.
I don't understand Mr. Clark leaving at this time, my suspicions are that GBVS must be in dissension and they might be having an internal power struggle with Drew Carver and the new guys coming on board.
Looking at GBVS shares near their 52 week low, one must wonder if things are going well at all. Maybe Rudy Beverages just aren't selling in the highly competitive drink business!
GLTY
CH
This doesn't look good for the merger... what do you guys think?
GBSV news
Change in Directors or Principal Officers
Item 5.02. Departure of Directors or Principal Officers; Appointment of
Principal Officers. On January 19, 2007, at a Meeting of the Board of Directors, pursuant to authority under Section 4 of the bylaws of the Company, Richard T. Clark, the President, Chief Executive Officer and Director, submitted his resignation as President, Chief Executive Officer and Director for personal reasons. There was no dispute or disagreement with the Company or its Board of Directors. The Board of Directors accepted his resignation and, pursuant to authority, appointed Ross Silvey to serve as President, Chief Executive Officer and Director. Mr. Clark remained with the Company for a period of ten days to advise Mr. Silvey and consult in the transition under an arrangement where he had agreed to remain as a consultant for up to 30 days. Mr. Clark and Mr. Silvey determined that his last day with the Company in that capacity would be January 29, 2007. Mr. Silvey was elected as President, Chief Executive Officer and Director and Mr. Silvey has accepted all appointments. Mr. Silvey has been a director of Global Beverage Solutions, Inc. since September 2005. As Mr. Silvey is no longer an independent director, he has resigned from his position as a member of the Audit Committee of the Board of Directors. His biographical information is:
Mr. Silvey has owned and operated franchised automobile businesses, finance companies and insurance companies for over thirty years. Mr. Silvey has taught as an adjunct or full-time professor most of the courses in the upper division and MBA programs at Tulsa University, Oral Roberts University, Langston University and Southern Nazarene University. His formal education is an MBA from the Harvard Business School. He has also been awarded the Ph.D. degree from the Walden Institute of Advance Studies.
What's with a name change
XSTREAM BEVERAGE NETWORK INC FORMERLY XSTREAM BEVERAGE GROUP INC TFR TO TYPE 1
my etrade just changed the status of my stock holdings
posted yesterday Jan 31
but I see no filings or reports on this...
anyone know anything yet? maybe my etrade is just stupid.. it wouldn't be the first time...
I hear you! I've already got a boat load though...
Should buy now, this is bottom
30 days later and you can sell to make $$$
Still hang'n in there. Hope we get a higher pps off of something!
Whats the deal could not buy
at the 8 level today at all. no MM to sell to me ;-(
it's hit bottom and just have to wait for the next wave of hype...
Third deal, third expiration date passed
the current one has no exact cut off date to the talks
they are discussing the issues of profit margins and distribution contracts at the moment. with a great drop in PPS and lack luster volume in recent days
most likely they will just find a loop hole to just have a distribution deal for the Xstream drinks which could move the stock PPS upward on this good note.
Why do you think the deal is off? Was there a filing?
Well no bone no money and the deal looks like
its off, no word, no PR... must wait along time til the next wave to get off this surf
I hope they throw us a bone on Monday!!
January 8 SEC filing - essentially no real deadline
Item 1.01
Other Events
On December 15, 2006, XStream Beverage Network, Inc. (the “Company”) signed a Letter of Intent to sell its distribution subsidiary, XStream Beverage Network of Maryland, Inc., to Global Beverage Solutions, Inc. (“Global Beverage”). The transaction will be structured as a merger of XStream Beverage Network of Maryland, Inc. into a wholly-owned subsidiary of Global Beverage. The transaction is subject to the parties executing a definitive Agreement and Plan of Merger (“Definitive Agreement”) in form and substance satisfactory to each party and their counsel by December 31, 2006.
On December 29, 2006, the Company and Global Beverage executed an amendment to the Letter of Intent. The amendment extended the execution date of the Definitive Agreement to on or before January 6, 2007, or such later date as the parties may mutually agree upon. The amendment also extended the closing date of the transaction to on or before January 22, 2007, or such later date as the parties may mutually agree upon.
On January 5, 2007, the Company and Global Beverage executed an amendment to the Letter of Intent. The amendment extended the execution date of the Definitive Agreement to (i) on or before January 12, 2007, or (ii) if the parties are diligently working towards finalizing the Definitive Agreement, on the date the Definitive Agreement is executed. The amendment also extended the closing date of the transaction to (i) on or before January 22, 2007, or (ii) if the parties are diligently working towards closing of the Definitive Agreement, on the date the Merger Agreement is consummated.
A copy of the Letter of Intent is attached hereto as Exhibit 2.1 and is incorporated herein. A copy of each amendment to the Letter of Intent is attached hereto as Exhibits 2.2 and 2.3 and are incorporated herein. A copy of the Press Release, issued on December 18, 2006, announcing the transaction is attached hereto as Exhibit 99.1 and is incorporated herein.
yes, extended and extended again
They are trying to figure out the stock issues
they want the deal to go through but this is the third time and GBVS stock is barely moving while XSBV is getting interest on the expected news.
has anyone else caught wind of this:??
http://ragingbull.quote.com/mboard/boards.cgi?board=GBVS&read=2786
this guy says they've extended the merge date back to the 22nd.
This the quiet before the storm
we'll just have to wait and see if there's a rainbow at the end of this one.
GBVS was up on low volume so we will see as it gets closer to teh 17th as to what the deal really is.
Per the PR is looks like XSVB will at least get a distribution deal out this.
Disappointed with you
We have to wait 8 More biz days at the most, to see what is really is going to happen.
They might just hire the guy instead and have no merger like AQUA did, then stock would penny up 2 cents and do nothing else. lol
I'm still in....
hope we're all not dissapointed
I'm still here, hold my .09's lol.... thinking about adding, I really am disappointed that there has not been any update though. GLTA
the deal is maybe
there is no deal.. both stocks are tanking down along
with the price of gold...lol
I am still wanting to buy more shares so I'm going to load'er up!
Waitin' for the count-down
til Jan 17,2007 is the closing date of this deal
and if they don't go with it, who ever bails has to pay the bills ~
"Each party shall pay and be responsible for its finder’s fees, brokerage fees, commissions, financial and other advisory fees, investment banking fees, legal fees, and accounting fees and all other related expenses incurred by it which are specifically related to this transaction."
With no define values, this could cost the loser a Million buck$ in just fees. So this looks to be a slow but done deal.
only 10 biz days left for this to happen...
and we're rolling in the dough...
lets expect the wosrt, hope the best and take whatever's in the middle...
Here's a place to keep our eye on... a GBVS board...
http://ragingbull.quote.com/mboard/boards.cgi?board=GBVS&startfrom=2664
Maybe they're just working through some last min. stuff... hope it turns out well for those of us who are holding!!
Curious as to the delay
They have agreed to answer by the Dec 31st and its past due.
both companys not saying a word... I called both and both say no comment, has anyone else bothered to call and find out as well?
it'd be interesting to see everything come through with this stock, so many different angles to many of the stocks lately.
pennies do require patience, but I must admit that I'm a bit anxious!!
i am such an impatient individual...lol
isn't it though?
time to make some money
Playing hard :)
yeah me too, but still, i like the excitement, plus i still have to work
that sounds borrrring!! oh well, guess I'll work on my portfolio plans
Followers
|
6
|
Posters
|
|
Posts (Today)
|
0
|
Posts (Total)
|
208
|
Created
|
12/19/06
|
Type
|
Free
|
Moderators |
Volume | |
Day Range: | |
Bid Price | |
Ask Price | |
Last Trade Time: |