Anyone know what is happening with this ? I guess its what these guys are trying to do right now.
Viva International Plans to Merge Caribbean Subsidiaries With U.S.-Based Transportation Company
Feb 12, 2007 4:26:00 PM
TRAVERSE CITY, MI -- (MARKET WIRE) -- 02/12/07 -- Viva International, Inc. (Viva) (OTCBB: VIVI) announced this morning that it has issued a letter of intent to Transportation Associates, Inc. (TA) that proposes merging Eastern Caribbean Airlines Corporation (ECA) and Viva's 49% in Viva Air Dominicana S.A. (VAD) with TA. The contemplated merger would then been subsequently spun-out to the shareholders of Viva.
Transportation Associates, Inc. is a holding company specializing in the acquisition and management of trucking companies. Transportation Associates, Inc. has previously estimated the annual revenues of its subsidiaries to be in a range of $15-20 million.
Under the plan, ECA will issue 1 million shares of Series A Convertible Preferred Stock to TA in exchange for all of the Capital Stock owned by its shareholders. The preferred stock will be convertible after 12 months at the rate of 1 share of Series A for twenty shares of common stock of ECA.
As additional consideration under the merger and subsequent spin-off, $1.5 million of liabilities (Viva and subsidiaries) will be absorbed or assigned to the new merger (ECA and subsidiaries).
Upon the effective date of the spin-off, Viva will issue, as a dividend to its shareholders, 100% of the common stock of ECA issued and outstanding at the time of the spin-off, on a pro rata basis. The exact number of shares will be determined at the mutual agreement of the parties prior to the spin-off, but the parties contemplate that a total of approximately 5 million shares of ECA will be issued in the spin-off. Accordingly, qualifying shareholders of Viva will receive approximately 1 share of ECA for each 15 shares of Viva that they own at the effective date.
Calvin Humphrey, Viva's CEO and Chairman, released the following statement: "The need for Viva to plan for the merge of our Caribbean subsidiaries and their subsequent spin-offs is necessary for several reasons. Primarily, it is necessary to be able to properly finance the respective operations of the aviation-related businesses and acquisitions that we have planned for Viva while recognizing that it would be easier for our Caribbean-based subsidiaries to be financed as part of a respective merger with an entity such as Transportation Associates. Secondly, as we go forward it is becoming apparent that with the focus of our efforts being toward aviation-related businesses like River Hawk Aviation and Flight Test Associates that our management team does not have sufficient time available to devote to the Caribbean airline subsidiaries. Accordingly, the time to address what is best for both organizations, as well as our shareholders, is now and I believe that our plan provides the opportunity to accomplish this."
About Viva
Recently Viva International, Inc. (Viva) agreed to purchase of the assets of River Hawk Aviation, Inc. (River Hawk). Prior to this, Viva was primarily dedicated to the formation and development of airlines along with the acquisition of aviation-related operating businesses and airlines that displayed potential for restructuring into profitable and sustainable aviation-related growth concerns. The Company's primary involvement was with two developmental-stage carriers in regional markets from hubs in Puerto Rico and Santo Domingo, Dominican Republic. Our hub in Puerto Rico was maintained through our subsidiary Eastern Caribbean Airlines Corporation and our hub in the Dominican Republic was maintained by Viva Air Dominicana, S.A. Each of these companies remain as subsidiaries of the Company and are being evaluated to determine the best course of action to return them to active operations.
The Company has now expanded its focus to also participate as an aviation parts and components supplier in the broader aviation industry, currently specializing in Saab and other commuter aircraft parts and components as well as a provider of consulting services, marketing and appraisals to the aviation community. At present, the Company maintains executive offices in Michigan.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("the Exchange Act"), and as such, may involve risks and uncertainties. Forward-looking statements which are based upon certain assumptions and describe future plans, strategies and expectations, are generally identifiable by the use of words as "believe," "expect," "intend," "anticipate," "project," or other similar expressions. These forward-looking statements relate to, among other things, future performance, and perceived opportunities in the market and statements regarding the Company's mission and vision. The Company's actual results, performance and achievements may differ materially from the results, performance, and achievements expressed or implied in such forward-looking statements. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: (1) managing acquisitions and expansion of operations; (2) our ability to obtain necessary financing and to manage existing debt; (3) the risks inherent in the investigation, involvement and acquisition of a new business opportunity; (4) our ability to successfully complete financing and due diligence under the River Hawk Asset Purchase Agreement; (5) the Company's ability to comply with federal, state and local government and international regulations; and (6) other factors over which we have little or no control. Further information on potential factors that could affect Viva International, Inc. is found in the Company's Form 10-K and other documents filed with the U.S. Securities and Exchange Commission.
Contact
Viva International, Inc.
(231) 932-7490
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