Viking Power Services, Inc. Signs Definitive Purchase Agreement With Ocean State Technical Services, LLC and Tri State Technical Services, LLC Wednesday April 25, 7:00 am ET
MANALAPAN, NJ--(MARKET WIRE)--Apr 25, 2007 -- Viking Power Services, Inc ("Viking", "the Company") (Other OTC:VKPW.PK - News), today announced that the company has signed a Definitive Purchase Agreement ("Agreement") with Ocean State Technical Services, LLC ("OST"), a Rhode Island Corporation and Tri State Technical Services, LLC ("TST") a Rhode Island Corporation, providing concrete terms by which Viking agrees to pay an aggregate $3.5M in cash and stock to acquire 100% of the shares of OST and TST.
The cash component, currently valued at $2M USD, must be paid within 30 days of closing and is calculated as the total dollar amount of the verifiable assets of OST and TST collectively. The assets of OST consist mainly of equipment, certifications, licenses, tools, trucks and trailers. The assets of TST consist of the commercial property where OST is presently headquartered in Providence, RI. The final cash value will be finalized approximately 2 weeks prior to closing upon the completion of due diligence.
According to the Agreement, 1.5M shares of restricted VKPW common stock valued at a floor price of $1.00 will be placed into escrow immediately upon closing. Such stock will be released from escrow upon the achievement of certain milestones related to both: (a) OST's revenue and profitability milestones; and (b) revenue and profitability milestones for the consolidated companies. According to the Agreement OST management will remain in their current positions under new employment agreements with Viking.
Under the terms of the Agreement, the transaction is subject to confirmation by an independent accredited third party as to the fairness and accuracy of the final asset valuation and total purchase price. Viking must raise $2M in additional capital to fully consummate the transaction, which may affect the Company's ability to close. The expected closing date is July 30, 2007. Additional terms and conditions of the Agreement were not disclosed.
Commenting on the signed Agreement, Viking CEO Ray Mancison stated, "We're pleased to have completed this critical step in acquiring OST, and we look forward to working side by side with their expert management and experienced staff to continue to grow Viking into a significant and profitable entity in the energy services industry. We're confident the transaction will close on schedule and remain enthusiastic about the impact this acquisition will have on our company and its shareholders."
About Ocean State Technical Services, LLC
Established in 1994, Ocean State Technical Services, LLC provides a variety of services for power generation, resource recovery, cogeneration, construction, and petrochemical facilities throughout North America. Taking advantage of their New England location, OST services the Northeastern United States including Rhode Island, Massachusetts, and Connecticut, by providing engineering, construction, and technical services throughout the region to the multiple power generating facilities located there. Additionally, OST offers comprehensive technical training programs and certified inspection services, onsite or offsite, to best meet the developmental and training needs of its clients.
Viking Power Services, Inc. is an emerging growth company that provides a single-source solution for all maintenance and repair services for the power industry. The Company's growth strategy is predicated on expansion, acquisitions and strategic alliances that position the Company to offer bundled services and expert project execution to the nation's energy infrastructure as well as implement renewable energy projects.
Safe Harbor Statement: The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking information made on the company's behalf. This press release contains forward-looking statements. The words or phrases "may," "intends," "expects," "estimate," "indicate," "plans," "anticipates," "could," "if," "will," "should" or similar expressions are intended to identify "forward-looking statements." Such statements include those concerning our expected financial performance, our corporate strategy and operational plans. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties, including: (a) our ability to obtain financing in a timely manner and on terms favorable to us, (b) our ability to completely develop our business model, (c) the amount and timing of operating costs and capital expenditures relating to the expansion of our business, (d) the successful implementation of marketing programs directed to potential customers, (e) the ability to identify, negotiate, secure, fund and close potential acquisitions, (f) the ability to identify and enter into favorable strategic alliances; (g) the marketing and sales efforts of our competitors; (h) changes in various sectors that affect our industry and (i) general economic conditions. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. Viking Power cautions readers not to place undue reliance on such statements. Unless otherwise required by applicable law, Viking Power does not undertake, and Viking Power specifically disclaims any obligation to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.
Contact: Contact: Viking Power Services, Inc. Ray Mancison T. 732-446-2300 info*vikingpower.org
Posts: 51 | Registered: Feb 2007
| IP: Logged |