GSEG/GSGF/GSHF
GS AgriFuels to Merge with GS Energy
Transaction Expected to Enhance Liquidity and Bring Immediate Revenues to GS AgriFuels
Oct 19, 2006 9:46:00 AM
Copyright Business Wire 2006
NEW YORK--(BUSINESS WIRE)--
GS AgriFuels Corporation (OTC: GSGF) today announced its execution of an agreement to merge with GS Energy Corporation (OTC Bulletin Board: GSEG).
Under the terms of the merger agreement, holders of GS Energy common stock will receive 1 share of GS AgriFuels common stock for each 1,000 shares owned in GS Energy. This corresponds to a total of about 2.5 million new shares of GS AgriFuels common stock that will be issued to GS Energy common stock shareholders upon the closing of the merger.
GreenShift Corporation (OTC Bulletin Board: GSHF), which currently owns about 90% of GS AgriFuels and about 80% of GS Energy in the form of preferred stock, will exchange its GS Energy stock for GS AgriFuels stock such that GreenShift will own about 85% of GS AgriFuels after completion of the merger.
The merger is subject to the approval of GS Energy's shareholders and is expected to be completed in early 2007. After the completion of these transactions, GS AgriFuels expects to have about 31 million shares of common stock outstanding and no shares of preferred stock outstanding.
Infrastructure Support
The merger will bring GS Energy's specialty equipment manufacturing company, Warnecke Design Service, Inc. ("Warnecke") to GS AgriFuels, where it will focus on the manufacturing of GS AgriFuels' fuel production infrastructure. Importantly, Warnecke has been manufacturing biodiesel processing equipment for NextGen Fuel, Inc. ("NextGen") since earlier this year.
GS AgriFuels recently entered into an agreement to acquire NextGen - a producer of modular, continuous-flow multi-feedstock biodiesel process equipment based on NextGen's patent-pending process intensification technology. Under the terms of the NextGen agreement, GS AgriFuels will acquire 100% of the stock of NextGen in return for about $20,000,000 in cash, about $2,000,000 of which is contingent on increases in NextGen's sales. The closing of the acquisition is subject to GS AgriFuels' completion of financing and the agreement is terminable if the acquisition does not close on or before November 15, 2006.
"We expect that this merger will be strategic to GS AgriFuels for several key reasons," said Kevin Kreisler, GS AgriFuels' chairman and chief executive officer. "First, the integration of NextGen's and Warnecke's businesses can be expected to enhance operating margins for both companies while establishing an immediate stream of revenues and earnings for GS AgriFuels. Next, while we believe the acquisition of NextGen is primarily merited on the value of its third-party sales pipeline, we also intend to use Warnecke's and NextGen's combined resources to augment GS AgriFuels' ability to deploy its own planned agrifuel production facilities on a predictable and timely basis."
Warnecke is currently generating about $5 million in annualized sales and, for the nine months ended September 30, 2006, NextGen generated about $3 million in sales and has executed contracts to sell biodiesel processing equipment corresponding to about another $8 million in biodiesel equipment sales.
GS AgriFuels is currently developing several sites for the construction of its agrifuel production facilities. Its planned Memphis facility is designed to have an initial nameplate capacity of 10 million gallons of biodiesel and will include a NextGen system. GS AgriFuels expects to scale this facility with a series of modular NextGen systems to in excess of 45 million gallons per year given that facility's location in a major distribution hub.
Kreisler added: "Finally, and on the corporate front, merging the larger GS Energy shareholder base with the GS AgriFuels shareholder base can be expected to increase liquidity, which we expect will be very strategic to our growth plans."
Distribution of Non-Strategic Assets
In connection with the execution of the merger agreement, GS Energy transferred its 85% stake in GS Carbon Corporation (formerly known as DirectView, Inc.) (OTC Bulletin Board: DRVW) and several other development stage companies to GreenShift as repayment for about $600,000 in debt due to GreenShift and to redeem 400,000 shares of GS Energy preferred stock with a face value of $400,000.
About GreenShift Corporation
GreenShift Corporation (OTC Bulletin Board: GSHF) is devoted to facilitating the efficient use of natural resources. GreenShift's companies own the exclusive rights to many proprietary clean technologies and have combined annualized revenues of about $35 million.
After the closing of the GS AgriFuels - GS Energy merger and the other transactions described above, GreenShift's restructured operations will be primarily administered through the following sector-specific subsidiaries:
-- GS CleanTech Corporation (OTC Bulletin Board: GSCT) - GS
CleanTech provides applied engineering and technology transfer
services based on clean technologies and process innovations
that make it cost-effective and easy to recycle and reuse
resources.
-- GS AgriFuels Corporation (OTC: GSGF) - GS AgriFuels was
founded to produce and sell clean fuels from agriproducts in
innovative new ways that allow producers of agriproducts,
their local communities and consumers to save money, reduce
pollution and contribute to energy independence.
-- GS Carbon Corporation (OTC Bulletin Board: DRVW) - GS Carbon
is a development stage company that was founded to facilitate
decarbonization in ways that cost-effectively capitalize on
the evolving carbon markets. GS Carbon's ambition is to affect
reductions in the carbon intensity of energy consumption by
investing in carbon trading and by developing and owning
renewable energy production assets.
-- GS EnviroServices Corporation - GS EnviroServices is a
diversified industrial and hazardous waste management and
environmental services company that specializes in providing
its clients with the following cost-effective and
environmentally friendly management services: transportation
and distribution of industrial and hazardous wastes; site
remediation and industrial cleaning projects; engineering and
consulting services; and, environmental, health and safety
compliance.
Safe Harbor Statement
This press release contains statements that may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of GS AgriFuels Corporation, and members of their management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
Source: GS AgriFuels Corporation
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