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APO Health, Inc. and JUPITER Global Holdings, Corp. Announce Signing of Definitive Agreement and Plan of Merger Tuesday April 25, 3:11 pm ET
OCEANSIDE, NY--(MARKET WIRE)--Apr 25, 2006 -- APO Health, Inc. ("APO") (OTC BB:APOA.OB - News) and JUPITER Global Holdings, Corp. ("JUPITER") (Other OTC:JPHC.PK - News) today jointly announced their execution of a Definitive Agreement and Plan of Merger (the "Merger Agreement") pursuant to which APO has agreed, through a wholly owned subsidiary, to acquire 100% of the issued and outstanding common shares of JUPITER, and JUPITER has agreed, at the closing of the transaction, to become a wholly owned subsidiary of APO. As consideration in the merger transaction, APO has agreed to exchange shares of its common stock ("the Issuable Shares") with JUPITER's shareholders at an exchange ratio, which is subject to adjustment under the Merger Agreement that values the JUPITER shares at $0.005 per common share.
Jan Stahl, the Chief Executive Officer of APO, commented, "APO is making a shift in its business future and JUPITER, and primarily its subsidiary, Macro Communications, Inc. (www.macrosouth.com), presented the best opportunity for us to build a significant operation under a new direction for our shareholders. Our aim was to chart a new course for APO that would result in accelerated growth and increased shareholder value. The challenges we have experienced in growing our health subsidiary prompted the development of our plan for change that included a process of looking for opportunities outside of the health industry and ultimately develop a business with holdings that could provide for significant value creation. Macro Communications, Inc. is a business that we believe has vast potential. It is currently a multimillion dollar operation that has a business plan which includes other acquisition candidates and a comprehensive strategy for growth and profit generation. We look forward to welcoming the JUPITER shareholders as APO shareholders and feel very strongly on the new combined entities moving forward."
ADVERTISEMENT Ray Hawkins, the Chief Executive Officer of JUPITER, commented further, "The execution of this agreement results from a diligently prepared and successfully executed plan that we had implemented to move JUPITER forward for the future growth of the company, and ultimately for the enhancement of value for the JUPITER shareholders. APO is a solid company which currently is a multimillion dollar operation, and we feel this merger provides a great opportunity for our shareholders' growth prospects. We are very pleased with the valuation that we received from APO and feel it is fair for our shareholders. We look forward to the consummation of this transaction and setting things in motion to develop a new path of success for the combined corporations."
The parties have agreed to use their best efforts to consummate the transaction by May 10, 2006, or as soon as practicable thereafter.
The Merger Agreement will be filed by APO as an exhibit to a Current Report on Form 8-K with the U.S. Securities and Exchange Commission as required. The Merger Agreement contains certain conditions precedent to consummation of the merger, including but not limited to, obtaining consents, providing certified lists of shareholders and delivery of certain due diligence and other corporate documents. The Merger Agreement provides that the Issuable Shares will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) APO receives an opinion of counsel for APO that an exemption from the registration requirements of the Securities Act is available.
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Good morning folks. How did everyone sleep. After several rounds of self medication I finaly had a decent nights sleep, and didn't think about JPHC once. Back to reality, HOLDING at avg. .0007 per share, I have been in worse shape.
-------------------- If ignorance is bliss, why aren't more people happy?
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it all depend on APOA, what happen it drop down to 0.0001 if the share is unrestrict, probably lot of ppl will dump their share. So price will drop no matter what.
please correct me if I am wrong
-------------------- ALL WE WANT are green numbers in our trade account
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Okay guys real new to all this and confused?? Roire are you saying that my 416K shares I bought yesterday at .0012 are going to be worth .005 on 5/10? If that is the case why is everyone wanting to sell now???? What happens with our exsisting shares of JPHC at the time of recieving the new shares, will they be added to the current pps of what we own now in JPHC or will the be diluted and we just own shares in APOA?
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repo, the 3 at nine just got on the bid, so its growing, and stop your whining it really irritating, if you want to sell, do it and move on, no one is going to tell you what to do with your shares!
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot.
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Based on the .02 figure announced in last nights 8k, APOA will be issuing less than 2.5 billion shares for all of JPHC stock.
Who know how many other acquisitions APOA may be making. APOA had $12 million in rev's on their own. JPHC will have around $20 million. Combined should be around $30 million or so.
What happens if APOA keeps acquiring prepaid wireless/telecom/voip companies with the remaining 22.5 billion shares a/s? Could make for a fun year if the stock remains unregistered.
If they chose to register the stock, we'll all be getting out of Dodge real soon - LOL
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Pre-market does not look that bad actually. Today may shape up to be a decent say. Roire, you hit the nail on the head, I would like to see a statement from APO regarding the tradability of their shares. I am not that interested in having all that money tied up for 3 years in restricted shares.
-------------------- If ignorance is bliss, why aren't more people happy?
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1) Very experienced traders who saw the PR and realized it wasn't an ideal situation, got out at 12-14 for some profit.
2) People like me who have learned a lot from these boards but would still consider myself pretty inexperienced in situations like this, who realized the negatives in the PR, but at a point that I thought was too late to get out at a good point. I am holding 100% of my 10 million shares for a while.
3) People who saw others selling and panicked and sold.
I think regardless of how the merger will work (restricted, unrestricted, etc) others will see the PR and over the next 2 weeks or so drive the price up well past .0014. As I said yestedray, selling at the close yesterday and any time in the next few days I think is the only way to be sure you're going ot lose money. Selling at .0012-.0014 was onviously the right move, as you can get back in cheaper this mornign if you so desire.
So basically, I think the only bad decision here is to sell this in the next couple of days.
Obviously this is just my opinion, but I truly believe that my 10mil shares will soon be worth significantly more than I paid for them.
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Just a quick reminder to anyone who doesn't know or has forgotten, Level 2's at pink sheets. *** is a paid service. MM's know this and they are the artist painting the picture that they want people to see. What is going on there does not necessarily reflect total reality. People are not buying and selling off chunks of their stock at 5000 or 10000 shares at a crack. MM signals to each other.
-------------------- If ignorance is bliss, why aren't more people happy?
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Again, this is exactly like TWOG for me and I cannot wait one yr or 2 waiting.
As for me I bought mostly X .0004 so I will wait a little longer to see what happens to the pps. I will not run through the exchange if they are RESTRICTED.
THose of you who do hold IMO I think you will make very nice profits. Time is not on my side. Good luck to each's own trading style and always protect your capital.
-------------------- I buy fast and sell faster!
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going to be bouncing alllll over the place today, play the bounces
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot.
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