Riptide Worldwide, Inc.(fka RTWW)

[lancefz]

Pending Acquisition of CRI Advantage, Inc.



On November 7, 2007, Riptide and its wholly-owned subsidiary Shea Development Acquisition No. 4 Corp. (“Merger Sub”) entered into an Agreement and Plan of Merger with CRI Advantage, Inc. (“CRI”) pursuant to which the Company will acquire all of the outstanding stock of CRI in a cash and stock transaction. The acquisition will be accomplished by the merger of Merger Sub into CRI, with CRI surviving the merger as a wholly-owned subsidiary of the Company. The aggregate purchase price is payable in 5,900,000 shares of the Company’s common stock and $3,500,000 in cash before transaction costs primarily consisting of legal, accounting and advisory fees. At closing, $350,000 and 1,500,000 shares of Company common stock will be placed in escrow pending CRI achieving profitability goals during the year ending December 31, 2008. In addition, the Company expects to assume estimated CRI debt and other liabilities of approximately $2,300,000 at closing. The closing of the merger is subject to customary closing conditions including the raising of the $3,500,000 in cash through a debt and/or equity financing transaction. On November 21, 2007, Riptide advanced CRI $180,000. This advance is classified within Other Current Assets on the Balance Sheet. The parties anticipate that the closing will occur following the completion of a financing transaction in the third quarter of 2008.


anyone know what happened with this?http://pittsburgh.bizjournals.com/pittsburgh/stories/2008/01/21/story7.html