MFC Development Corp. Financing Clarification
NEW ROCHELLE, N.Y. & LOS ANGELES--(BUSINESS WIRE)----MFC Development Corp. (OTCBB: MFCD) ("MFC") announced on December 5, 2005 that on November 29, 2005 it had completed the acquisition of Worldwide Excellence, Inc. (WWE). Under the terms of the transaction, MFC acquired 100% of the outstanding common shares of WWE in exchange for MFC common stock, after which the former shareholders of WWE, new investors and others involved in the transaction acquired control of MFC.
In connection with the acquisition, WWE raised $1,550,000 pursuant to a private offering (subject to any overallotment) of shares of MFC 10% Convertible Preferred Stock and Warrants to purchase MFC common stock. The $1,550,000 in preferred stock is convertible into 1,550,000 shares of MFC common stock at $1.00 per share and includes a 1/2 warrant for each share of common stock. The term of the Warrants is three years. The exercise price of the warrant shares is (i) $1.00 during the first year after the closing of the private offering and (ii) $1.50 thereafter.
"Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995:
Statements contained in this press release that are not purely historical facts, including statements regarding MFC's beliefs, expectations, intentions or strategies for the future, may be "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Such risks and uncertainties include, among others, introduction of products in a timely fashion, market acceptance of new products, cost increases, fluctuations in and obsolescence of inventory, price and product competition, availability of labor and materials, development of new third-party products and techniques that render MFC's products obsolete, delays in obtaining regulatory approvals, potential product recalls and litigation. Risk factors, cautionary statements and other conditions which could cause MFC's actual results to differ from management's current expectations are contained in MFC's filings with the Securities and Exchange Commission. MFC undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this press release.
MFC Development Corp. Victor Brodsky, 914-636-3432 Victor.brodsky@MFCDevelopment.com
12/08/2005 14:56 ET
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