NorWesTech, Inc. Enters Into Non-Binding Letter of Intent and Bridge Loan With Grandparents.com, LLC
SEATTLE, WA, Jan 05, 2012 (MARKETWIRE via COMTEX) -- NorWesTech, Inc. (OTCBB: NWTH) announced that it has entered into a non-binding letter of intent with Grandparents.com, LLC to acquire the Grandparents.com domain, trademarks, and related assets from Grandparents.com, LLC in exchange for a controlling interest in NorWesTech. In consideration of the execution of the letter of intent, NorWesTech advanced $500,000 as a bridge loan secured by a first priority security interest in all of the assets of Grandparents.com, to provide bridge loan financing and working capital to Grandparents.com in advance of negotiation and closing of a definitive acquisition agreement.
Grandparents.com owns and operates community and social media websites specifically targeted at grandparents in the United States, based on a Benefits Club business model parallel to the model developed by AARP Services, Inc. The websites offer enriching activities, expert advice, discussion groups, 10 monthly newsletters, and a Benefits Club with discounts on over one million book titles and thousands of goods and services. In 2011, Grandparents.com added approximately 250 marketing partners to its Benefits Club, www.grandparentsbenefitsclub.com, and in November 2011, it launched the Grandparents.com Bookstore, operated in association with Baker-Taylor, Inc., one of the world's largest distributors of print and digital books, www.grandparentsbookstore.com. Grandparents.com currently has hundreds of thousands of members and newsletter subscribers.
The non-binding letter of intent contemplates a possible reverse acquisition in which Grandparents.com would contribute all of its assets to NorWesTech in exchange for NorWesTech assuming certain liabilities of Grandparents.com and issuing to Grandparents.com a new class of convertible preferred stock. The non-binding letter of intent also contemplates a private placement, to close concurrently with closing of the transaction, for gross proceeds of not less than $3 million for the issuance of common stock or a new convertible preferred stock. Assuming successful completion of the transaction and the private placement, NorWesTech's capitalization at closing, on an as converted basis, would be as follows: the shares of convertible preferred stock issued to Grandparents.com would represent approximately 65% of the issued and outstanding shares; NorWesTech's existing stockholders would own approximately 20% of the issued and outstanding shares; and the shares issued in the private placement would represent the remaining approximately 15%. The actual terms of any transaction are still to be negotiated and the closing of the transaction is subject to a number of closing conditions including, among other matters, the satisfactory completion of due diligence by both parties, negotiation and execution of definitive agreements, and completion of the private placement. The parties are targeting the end of February 2012 for completion and closing of the transaction.
On January 5, 2012, NorWesTech filed a Current Report on Form 8-K with the Securities and Exchange Commission detailing the non-binding letter of intent and bridge loan. NorWesTech encourages all interested parties to read the Current Report on Form 8-K in its entirety, which is available on the SEC website at www.sec.gov.
Any equity securities that may be issued in the private placement will not be registered under the Securities Act of 1933, as amended, or under applicable state laws and may not be offered or sold in the United States absent registration or an available exemption under applicable federal and state securities laws. The disclosures in this release regarding the private placement are being made pursuant to Rule 135c under the Securities Act of 1933. This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of NorWesTech or Grandparents.com.
Since September 2011, NorWesTech, Inc. has been a non-operating public shell company. Its assets primarily consist of cash and certain intellectual property assets, and its primary focus is to seek an acceptable operating company with which it can complete a business combination. The Company's offices are located in Seattle, Washington, and its common stock trades on the OTC Bulletin Board under the symbol "NWTH."
Forward-Looking Statements This news release contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events based on our assumptions and estimates. Forward-looking statements in this news release relate to the transactions contemplated by the non-binding letter of intent. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company to be materially different from those contemplated or implied by such forward-looking statements. Certain of these risks and uncertainties are set forth in our periodic filings with the U.S. Securities and Exchange Commission.