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Paivis, Corp. (Formerly APO Health, Inc.) and Jupiter Global Holdings, Corp. Announce Final Closing of Merger Agreement OCEANSIDE, NY -- (MARKET WIRE) -- 05/15/2006 -- Paivis, Corp. (formerly APO Health, Inc.) ("Paivis") (OTC BB: APOA) and Jupiter Global Holdings, Corp. ("Jupiter") (OTC: JPHC) today jointly announced their closing of the Definitive Agreement and Plan of Merger (the "Merger Agreement") dated April 21, 2006, pursuant to which Paivis acquired, through a wholly-owned subsidiary, 100% of the issued and outstanding common shares of Jupiter, and Jupiter became a wholly-owned subsidiary of Paivis. As consideration in the merger transaction, Paivis has agreed to exchange shares of its common stock with Jupiter's shareholders at an exchange ratio that valued the Jupiter shares at $0.005 per common share whereby Jupiter shareholders will receive approximately 0.46232 of a share of Paivis common stock. No fractional shares will be issued in the share exchange.
A new symbol will be assigned reflecting the name change from APO Health, Inc. to Paivis, Corp. The current management of Paivis and Jupiter will not continue with the successor entity. A new team of experienced management will be brought in, and the current management of Macro Communications, Inc., the core operating subsidiary of Jupiter, will take a leading role in the management of the merged companies.
Jan Stahl, the departing Chief Executive Officer of Paivis, commented, "We are pleased to have been able to reach a closing of the transaction and we welcome the Jupiter shareholders as Paivis shareholders and feel very strongly on the new combined entities moving forward."
Ray Hawkins, the Chief Executive Officer of Jupiter, commented further, "We are glad we achieved a closing of the Merger Agreement; the future is bright for the merged company."
Details, including but not limited to the specifics of the exchange ratio, regarding the consummation of the Merger Agreement will be filed by Paivis in a Current Report on Form 8-K with the U.S. Securities and Exchange Commission as required.
ABOUT PAIVIS, CORP. (FORMERLY APO HEALTH, INC.)
Paivis, Corp. (formerly APO Health, Inc.), a Nevada corporation, through its subsidiary distributes medical, dental and health and beauty aids products to dental and medical professionals and wholesalers throughout the United States.
ABOUT JUPITER GLOBAL HOLDINGS, CORP.
Jupiter Global Holdings, Corp., a Nevada corporation, is a holding company with interests and developments in a diverse number of growing industries. Jupiter plans to achieve a leadership position through the building of a synergistic network of innovative, profitable and global businesses.
The Private Securities Litigation Reform Act of 1995 (the "PSLRA") provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements.
Statements contained herein that are not based on historical fact , as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could" and other similar expressions, constitute forward-looking statements under the PSLRA. Paivis and Jupiter intend that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements are based on current assumptions but involve known and unknown risks and uncertainties that may cause Paivis and Jupiter actual results, performance or achievements to differ materially from current expectations. These risks include economic, competitive, governmental, technological and other factors discussed in Paivis and Jupiter annual, quarterly and other periodic public filings on record with the Securities and Exchange Commission which can be viewed free of charge on its website at http://www.sec.gov.
-------------------- The difference between genius and stupidity is that genius has its limits Posts: 10204 | From: NYC | Registered: Mar 2006
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So this makes it seem to me that the people who said the .005 price for JPHC were correct, and not those that said the ratio of 1/4 was the set value.
PR says approx .46232 shares of APOA for each share of JPHC.
I was planning to hold through the merger anyway, but that makes me feel better to see it clarified in writing.
I may buy a tiny bit more to average down some. Like someone else said before, in for a penny, in for a pound. Worth the risk at these levels, IMO
Posts: 5508 | From: Southeastern PA | Registered: Jan 2006
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Thanks man. It'll be kinda fun to see what the "$50,000" (10 mil shares JPHC) will really be worth whenever the restriction comes off.
Posts: 5508 | From: Southeastern PA | Registered: Jan 2006
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Paivis, Corp. (Formerly Known as APO Health, Inc.) Announces Corporate Development Plans and New Ticker Symbol - PAIV Paivis, Corp. (formerly known as APO Health, Inc.) ("PAIVIS" or the "Company") (OTC BB: APOA) today announces corporate development plans, and effective Friday May 19, 2006 Paivis will have a new ticker symbol, (OTC BB: PAIV).
In an effort to prepare the Company for a plan to pursue a listing on NASDAQ or AMEX, the Company has commenced the implementation of an extensive corporate development plan. The Company's new management feels it is important to make quick decisions that will enhance the corporate structure and Paivis' ability to produce growth and earnings. The corporate development plans will include but not be limited to the following:
The re-development of the Company's business plan that, once complete, will showcase a streamlining of the Company's business lines and strategy around prepaid technologies and telecom-based services. Paivis plans for a reduction of debt through numerous efforts, including the recent sale of the APO Health subsidiary. This sale not only reduced significant liabilities from the Company's balance sheet, but will also save the Company exposure to multimillion dollar lawsuits that were pending against that entity.
The Company's new management and board of directors have decided there will be no spin-off of its entertainment interests. Instead the entertainment interests will be restructured or divested in due course, if viable. Paivis also plans to execute a reorganization of the Company's corporate holding structure whereby any dormant or non-performing business units or subsidiaries will be divested or discontinued and dissolved when feasible. The Company plans to additionally focus on securing financing to fund growth and acquisitions.
In addition, new management team executives will be brought in, along with new advisors and board members. Furthermore, the Company will implement a comprehensive corporate governance plan to guide the management and board in reaching its business and operational goals.
Gregory L. Bauer, New President and Chief Executive Officer of Paivis, commented: "We plan to work diligently to achieve a listing on NASDAQ or other securities exchange such as AMEX and our corporate development plans will be a key aspect in achieving that goal. We look forward to activating our plan and believe its successful execution will reap significant benefits over the long term for the Company and its shareholders."
Although the Company's plans include making application for a listing on a national securities exchange in the future, no assurances can be given that any listing application will be approved or that the Company will meet the listing criteria for such applications in the future.
The Private Securities Litigation Reform Act of 1995 (the "PLSLRA") provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements.
Statements contained herein that are not based on historical fact, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could" and other similar expressions, constitute forward-looking statements under the PSLRA. PAIVIS intends that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements are based on current assumptions but involve known and unknown risks and uncertainties that may cause PAIVIS actual results, performance or achievements to differ materially from current expectations. These risks include economic, competitive, governmental, technological and other factors discussed in PAIVIS annual, quarterly and other periodic public filings on record with the Securities and Exchange Commission which can be viewed free of charge on its website at http://www.sec.gov
-------------------- The difference between genius and stupidity is that genius has its limits Posts: 10204 | From: NYC | Registered: Mar 2006
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i suppose PAIV shares are restricted - 1 year or more? have you any info?
Posts: 1442 | From: Lugano - Switzerland | Registered: Sep 2003
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Have no idea only had a small stake in JPHC so I haven't followed that closely a thread was just started for PAIV maybe they know. good luck evergreen
-------------------- The difference between genius and stupidity is that genius has its limits Posts: 10204 | From: NYC | Registered: Mar 2006
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I just noticed my JPHC turned into PAIV. I haven't been playing the pennies in awhile. I guess there's no sense trying to sell it down here anyways.
Anybody buying or selling PAIV, or is this one just a hold and see??
Posts: 344 | From: Berkeley, CA | Registered: Sep 2005
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I guess there's no sense trying to sell it down here anyways. 
