We believe that a combination of business, market and personal factors may ultimately cause Union Dental and Drinkable Air to enter into transactions to accomplish the following goals:
ccording to its amended disclosure statement filed on September 9, 2014, Dr. Green is 56 years old.
We anticipate Dr. Green considering an exit plan that involves the sale spinoff, or privatization of Union Dental’s dental practice. We previously announced within this report that we believe this dental practice is currently worth between approximately $6.0 and $7.5 million. Union Dental has not issued any stock, debt or accessed the capital markets to finance its general operations and any growth plans since 2012.
We don’t believe Union Dental’s dental practice itself is a high growth business. A proposal to sell, spinoff or take the dental practice private is entirely reasonable and could actually serve Dr. Green’s interests in many ways. Considering that he is the majority shareholder of Union Dental and controls Union Dental through his preferred stock holdings, his interests are significant in any decision to modify the organization, operations or capitalization of Union Dental.
Dr. Green may be best served to take his dental practice private and have Union Dental move forward with a product-based business model. The Green Ozonator could serve as its initial product offering. An additional transaction, licensing agreement, or joint venture agreement could allow Union Dental to not only continue selling Drinkable Air products but also expand its ability to do so, and possibly expand its right under its exclusive arrangement with Drinkable Air.
Dr. Green may also consider selling Union Dental’s dental practice to Birner (BMDS on the NAS at $15.70 a share) or could seek out other possible suitors that are private companies. The list of possible suitors would likely include along list of larger dental companies such as Gentle Dental, Heartland Dental, Coast Dental or Aspen Dental, among others.
Union Dental may also determine its best opportunity could be to complete a reverse merger with Drinkable Air whereby the public entity Dr. Green currently controls, Union Dental, would acquire Drinkable Air and leave Drinkable Air as the continuing business entity. We confirmed with Mr. Kairis and Dr. Green that this type of transaction has been discussed.
The dental practice could then be spun out of the public company to Dr. Green, therefore leaving a fully products-based company that could immediately access the capital markets to further capitalize the product-based company and allow it to expand its operations in a more aggressive manner than it is doing so now. We note that Drinkable Air is currently preparing for an audit of its financial statements. This was also referenced in the October 15, 2014 press release. Transactions Appear Likely 5 http://www.otcmarkets.com/financialReportViewer?symbol=UDHI&id=126316 6 http://www.otcmarkets.com/financialReportViewer?symbol=UDHI&id=124749
We believe there is a possibility that if this scenario were to play out, that Drinkable Air could successfully apply for a listing on a senior exchange such as the NYSE MKT during 2015. We considered the listing criteria outlined by the NYSE MKT.
We believe this option is perhaps the best opportunity for both Union Dental and Drinkable Air and Union Dental to both achieve their goals.
UDHI some pretty big news just out. Hope it does the trick.
*DJ Union Dental Signs Letter Of Intent To Acquire Drinkable Air >UDHI
Union Dental Signs Letter of Intent to Acquire Drinkable Air
CORAL SPRINGS, FL--(Marketwired - December 18, 2014) - Union Dental Holdings, Inc. (OTC PINK: UDHI), http://www.uniondental.com/ir -- a Company that operates and manages a network of dentists throughout the United States for union members announced today it has signed a Letter of Intent to acquire Drinkable Air, Inc. in a cash and stock transaction. The financing is to be arranged by Sunrise Capital of Davie, Florida and the acquisition of DA assets. It is the combined intent of these companies to apply for a listing on the American Stock Exchange or to be quoted as a fully reporting company with the Securities and Exchange Commission on the OTC Bulletin Board Stock Exchange.
Dr. Green, UDHI President and CEO, stated: "Both companies are so closely integrated with product development it only makes sense to try to merge the companies by acquisition. I look forward to the next 90 days in trying to put all of the terms and conditions in place to complete the transaction. We want to confirm that the financing we are obtaining comes from conventional sources such a SBA and will not be toxic."
Steve Kairis, President/CEO of Drinkable Air stated, "We look forward to moving our business model forward and funding the growth of Drinkable Air. We have always stated that we would consider a public transaction based on certain criteria and the offer by Union Dental meets those criteria. We look forward to working together to meet the provisions of the Letter of Intent and look forward to an outstanding 2015 as a cohesive team."
About Union Dental Holdings, Inc.
Union Dental Holdings manages a 22 operatory full service dental practice in Coral Springs, Florida. It is the exclusive supplier of Drinkable Air's patented ozone atmospheric water generators for the US dental industry and is a leading innovator for bringing bacteria free water into the dental operatory settings. Union Dental operates two wholly owned subsidiaries, Direct Dental Services and Union Dental Corp. Direct Dental Services provides dentists with "areas of exclusivity" to participate with various unions including the Communications Workers of America (CWA) and the International Brotherhood of Electrical Workers (IBEW), United Association of Plumbers and Pipe Fitters (UA) and The Association of Flight Attendants - Communications Workers of America (AFA-CWA). Direct Dental Services receives annual management fees from the dentists in exchange for practicing in these "areas of exclusivity" where CWA and IBEW members use the dentists' services.
About Drinkable Air, Inc.
Drinkable Air, Inc. (a Florida corporation) ("DA" or "The Company") offers to the U.S. and international markets, atmospheric water generators ("AWG") which will enable people to enjoy pure, 99.9% pure water. The water supply is obtained from the humidity in the air and condensed, processed and purified through a patented process. Drinkable Air's Chameleon line of AWG's is a cost-effective and environmentally friendly solution to the world's ever-growing need for pure, clean drinking water. The Chameleon line consists of twelve models which are described in detail in the business plan. For the first 3 years, the Company will focus on selling six models, i.e. Chameleon 8, 60, AC-60, 600, AC-600 and 1200. The Company's new home/office model is revolutionary in design and unlike other machines currently in the market. Superior air flow design combined with a larger surface area at the evaporator coil; produce more water than any other AWG of comparable size. The Company's proprietary EnviroGuard System , the foundation for this new product, eliminates bacteria and purifies the water with an ozone process which oxygenates the water. This process keeps the water pure, fresh and great tasting at all times.
WEBSITE: www.drinkableair.com
CONTACT INFORMATION: info@drinkable-air.com
"Safe-Harbor" Statement: Under the Private Securities Litigation Reform Act of 1995. This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend, " and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
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