QASP merger news out with Centaflix Corp - where is NHSH in all of this? NR below:
Press Release Source: Quasar Aerospace Industries, Inc. On Thursday January 27, 2011, 7:32 pm
JACKSONVILLE, FL--(Marketwire - 01/27/11) - Today, Quasar Aerospace Industries, Inc. (Pinksheets:QASP - News) ("Quasar"), a Colorado corporation, and Centaflix Corporation ("Centaflix"), a Florida corporation, agreed on the fundamental points of a merger and entered into a Letter of Intent, more particularly outlined below.
1. Purpose of Merger.
Sharing a common recognition of the need to achieve an adequate business scale and expand the companies' services globally and in scope, Quasar and Centaflix believe that this strategic merger will provide the appropriate platform for effective growth into both companies' respective industries. Through this merger, both corporations expect to smoothly integrate their respective infrastructure, management, and long-term viability goals into a merged entity confidently poised to provide its growing customer base with better services in a competitive business environment. In addition, growth through this merger will enable the merged company to meet its shareholders' expectations.
2. Outline of Merger.
(1) Schedule of Merger.
Signing Letter of Intent for merger: January 27, 2011
Signing of Merger Agreement: On or before March 27, 2011 (as outlined in the abovementioned signed letter of intent.)
(2) Merger Form.
In the form of an absorption-type merger with Quasar as the surviving company.
(3) Content of Allotment in Relation to Merger.
The final allotment in relation to the merger is yet to be determined at this stage and will be notified at a later date once it is determined. However, the parties contemplate that Centaflix or a subsidiary of Centaflix will merge with and into Quasar in a tax-free reorganization transaction in which (i) Quasar will be the surviving corporation, (ii) all of the existing assets of Quasar will continue to be owned by Quasar, (iii) Centaflix or its shareholders will receive all of the issued and outstanding shares of Preferred Class A Stock and seventy-five percent (75%) of the issued and outstanding shares of common stock of the surviving corporation, and (vi) all of the shares owned by the existing shareholders of QUASAR shall be converted, in the aggregate, into twenty-five (25%) of the issued and outstanding shares of the surviving corporation.
3. Overview of Companies Involved in Merger.
As of January 27, 2011
----------------------------------------------------------------------------
(1) Trade Name Quasar Aerospace Industries, Centaflix Corporation, and
Inc. Subsidiaries
(company being merged into) (company merging into another)
----------------------------------------------------------------------------
(2) Description Quasar engages in the design, Centaflix and its subsidiaries
of Business manufacture, and sale of engage in the design,
aircrafts and aircraft manufacture, and
components in the United direct/indirect sale of its
States. The company also proprietary technology
operates a flight school at services and products for the
Herlong Airport in entertainment, technology, and
Jacksonville, Florida. In education industries. The
addition, it imports and company provides its services
sells aircrafts and aircraft globally. The company is based
components. The company is in Jacksonville, Florida.
based in Jacksonville,
Florida.
----------------------------------------------------------------------------
(3) Jeff DiGenova James Owens
Representative
----------------------------------------------------------------------------
4. Conditions of Merger.
The execution of the Merger Agreement is conditioned on the non-involvement of Dean Bradley, former Chief Executive Officer and member of the Board of Quasar, in any way in the ongoing business concerns of Quasar or this proposed merger transaction. As part of the terms and conditions of the letter of intent, any involvement by Dean Bradley in the management of Quasar, the operation of day-to-day activities of Quasar, or the negotiation, facilitation, or execution of this proposed merger shall result in an immediate termination of all merger activities with Centaflix.
5. Post-Merger Status.
(1) Trade Name: TBD
(2) Description of Business: TBD
(3) Head Office Location: TBD
(4) Representative: TBD
(5) Total Assets: TBD
(6) End of Fiscal Year: TBD
ALL INQUIRIES REGARDING THIS NOTICE OR THE PROPOSED MERGER SHOULD BE ADDRESSED TO THE FOLLOWING FIRM CONTACT:
BATAINEH | PALMERI, LLP
info@batainehlaw.com
c/o Quasar - Centaflix Merger Team
AI
