TEMO merger news!
SCOTTSDALE, AZ -- (Marketwire) -- 12/28/10 -- Tempco, Inc. (Tempco) (OTCBB: TEMO) and Esio® Franchising, LLC (Esio), a privately held Arizona based company, have announced their entry into a non-binding Letter of Intent outlining the proposed formation of a business combination between them. Tempco is a public, registered, "shell company," whose only business activity is to seek a combination with an operating company. Esio operates in the home beverage dispenser business as a franchiser of dealerships in equipment and supplies manufactured and sold by an Arizona based affiliate company, Esio® Beverage Company, LLC.
In making this announcement, the respective chief executive officers, Mr. Stanley L. Schloz for Tempco and Mr. Frank M. Leonesio for Esio, emphasized that the consummation of this transaction remains dependent on and subject to the satisfactory results of mutual due diligence efforts, agreement on specific terms for the transaction, agreement on the details of the future relationship and dealings between the two "Esio" companies acceptable to Tempco, satisfactory results of an audit of the Esio financial statements and the ability of Tempco to obtain not less than $2.5 million from investors. They further commented that there can be no assurance that a business combination can be consummated. The parties have agreed to use their best efforts to close the merger on or before March 24, 2011, and each of the parties have agreed to exclusively negotiate with the other until June 24, 2011, subject to limited earlier termination.
This release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the "safe harbor" created thereby. Such forward-looking statements include, but are not limited to, statements regarding the expected timing of the completion of the proposed transaction; the ability to complete the proposed transaction considering the various closing conditions; the expected benefits and costs of the proposed transaction; any statements of the plans, strategies and objectives of management for future operations; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing and other statements that are not historical facts. Although Tempco believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, no assurance can be given that these expectations will be attained or that the transactions will be completed and it is possible that our actual circumstances and results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. The completion of and benefits from the transactions are subject to certain risks and uncertainties, including satisfaction of the conditions to the completion of the business combination, receipt of any required approvals, risks related to the timing or ultimate completion of the transaction; the possibility that expected benefits may not materialize as expected; and other risk factors relating to Tempco's business as detailed from time to time in Tempco's reports filed with the U.S. Securities and Exchange Commission. Tempco undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is directed to Tempco's filings with the U.S. Securities and Exchange Commission, including quarterly reports on Form 10-Q, reports on Form 8-K and its annual reports on Form 10-K, for a discussion of such risks and uncertainties.
