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APO Health, Inc. and JUPITER Global Holdings, Corp. Announce Signing of Definitive Agreement and Plan of Merger




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Tue Apr 25 15:12:52 2006 EST
OCEANSIDE, NY, Apr 25, 2006 (MARKET WIRE via COMTEX) --
APO Health, Inc. ("APO") (OTC BB: APOA) and JUPITER Global Holdings,
Corp. ("JUPITER") (OTC: JPHC) 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."
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
For more information regarding JUPITER, please contact:
JUPITER Global Shareholder Services
Phone: [phone]
Email Address: Contact via http://www.marketwire.com/mw/emailprcntct?id=EF3E6BA7435F5C96
For more APO information please contact:
Phone: [phone] x 221
SOURCE: JUPITER Global Holdings, Corp.


Copyright 2006 Market Wire, All rights reserved.

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