BELGIUM, Wis., Nov. 24 -- Mach One Corporation, a biological solutions company that develops products that produce a positive long term benefit to the agricultural and consumer market, announced today that it has signed a definitive agreement to acquire Pacific Rim Foods Ltd., a multinational holding company with interests in energy, oil, and food production.
Under the terms of the agreement, Mach One will acquire 100% of the stock of Pacific Rim for $5 million in a combination of stock and convertible debentures. 70% of the purchase price will be paid in common stock of Mach One with a valuation set at 12.5 cents per share with the remaining 30% of the purchase price taken by Pacific Rim shareholders in the form of a 5 year convertible zero coupon note with a conversion price of 12.5 cents per share. The purchase price will be funded out of available authorized shares and the transaction is not subject to financing conditions. The Company presently anticipates that the closing will occur in December 2008.
Strategic benefits of the transaction to Mach One Corporation:
-- Provide increased financial stability with acquisition of Pacific Rim
assets of cash and other current liquid assets of 2.0 million dollars,
-- Strengthen balance sheet with additional long term assets,
-- Provide increased presence in China markets,
-- Strengthening of executive team with addition of Pacific Rim
executives,
-- Increase presence in financial markets with stronger company
financials.
Monte B. Tobin, Chairman and Chief Executive Officer of Mach One, said, "This acquisition directly supports our strategy of expanding our product suite throughout the world. Our innovative IgG approach lends itself well to customization for individual countries suffering from specific environmental issues affecting both their food producing animals as well as their own population issues. Acquiring Pacific Rim Foods not only gives Mach One the opportunity with their cash and assets to move our products into full-scale manufacturing, but we are equally as thrilled to be able to capitalize on their tremendous presence in China through its Jilin Jimei Foods Ltd. ( www.jimeifoods.com.cn ) Brand Interests, a company specializing in growing, canning and marketing the first sweet corn brand in China. The successful operation of its agricultural and processing business has allowed Pacific Rim Foods Ltd. to enter the growing China food market initially in the corn commodity sector."
Mr. Tobin continued, "Pacific Rim's large stock position in Empire Energy Corporation (OTC Bulletin Board: EEGC) also allows Mach One some flexibility in the future if we want to move to another exchange such as the NASDAQ or American Stock Exchange as our asset position potentially grows larger with Empire's success."
Tad Ballantyne, Chief Executive Officer of Pacific Rim Foods, said, "We are pleased to be working with Mach One. This transaction allows our shareholders to move into a public security and share in what we hope will be a powerful solution to many of the problems affecting both the health of the food supply throughout the world by controlling and perhaps eliminating diseases like e.coli and salmonella in food animals as well as Johnne's disease in dairy cattle. Our shareholders are happy to become Mach One shareholders and feel that they can now make a difference in making the world a healthier place. Many of our shareholders are more than just investors; they are in a position to help Mach One through their own contacts and past successes."