PCAI NEWS!!!
CTX Technologies, Inc. Announces Closing of Reverse Acquisition ofPetroleum Consolidators of America
Feb 19, 2010 10:15:11 (ET)
PALM BEACH GARDENS, FL, Feb 19, 2010 (MARKETWIRE via COMTEX) -- CTX Technologies, Inc., announced today that it has completed the reverse acquisition of Petroleum Consolidators of America, Inc. (PINKSHEETS: PCAI), a public company that is incorporated in Nevada.
Under the terms of the reverse acquisition, CTX's stockholders exchanged all of their shares in CTX for an aggregate of 10,000 shares of preferred stock of Petroleum Consolidators of America. The preferred stock is convertible into shares of common stock on a 500 for 1 basis at any time, subject to certain anti-dilution adjustments. Each share of preferred stock entitles the holder to one vote per share on all matters submitted to stockholders for a vote. Following the reverse acquisition, CTX became a wholly-owned subsidiary of Petroleum Consolidators.
As a condition to closing, the board of directors has been increased and three of the directors have been designated to the board of Petroleum Consolidators by CTX, including Mr. Clifford M. Rhee, Mr. Jerome Feldman, and Mr. Halm Ifrah. Mr. Cohen will continue as a director and may designate one additional board member. Mr. Cohen will continue as Petroleum Consolidators' Chief Executive Officer following closing. At closing, Mr. Clifford M. Rhee was appointed as Chief Operating Officer and Mr. D.S. Moon as Chief Financial Officer.
Contemporaneously with closing, Mr. Cohen cancelled approximately 8.9 million shares of common stock and approximately 1.93 million shares of Series C preferred stock of Petroleum Consolidators owned by Mr. Cohen. Also as a condition to closing, Mr. Cohen sold 9 million shares of Series B preferred stock of Petroleum Consolidators to certain purchasers designated by CTX.
Immediately prior to and in contemplation of the closing of the reverse acquisition, Petroleum Consolidators spun off all of its assets and liabilities to a newly formed subsidiary, Pico Corporation, and distributed all of its shares of Pico to a spin off trust for the benefit of Petroleum Consolidators' stockholders as of the close of business on the record date for the spin off, February 16, 2010, pending effectiveness of a registration statement that is intended to register the distribution of those shares under the Securities Act.
CTX Technologies, Inc., through its subsidiaries and affiliates is a virtual telecommunications technology company located in Mississauga, Ontario, Canada, with operations also in China and Korea. For more information about CTX, please visit the company's web site at www.ctxtechnologies.com . The new principal executive offices of Petroleum Consolidators are located at 4400 Northcorp Parkway, Palm Beach Gardens, FL 33410.
Forward-Looking Statements
The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties. All statements, other than statements of historical facts, which address CTX or Petroleum Consolidators' expectations, should be considered as forward- looking statements. Such statements are based on knowledge of the environment in which CTX and/or Petroleum Consolidators' currently operates, but because of the factors herein listed, as well as other factors beyond its control, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that may cause actual results to differ from anticipated results include, but are not limited to, integrating the operations of the new company, uncertainties related to any future acquisitions, regulatory requirements applicable to public companies, and other uncertainties.
For further information, contact:
David Cohen
Petroleum Consolidators of America, Inc.
Tel: (561) 483-4400
SOURCE: Petroleum Consolidators of America, Inc.
