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COMPANY NEWS AND PRESS RELEASES FROM OTHER SOURCES:
Perihelion Global to Acquire OTC:BB Listing in Proposed Transaction
WILMINGTON, DE and SANTA ROSA BEACH, FL, May 08, 2007 (MARKET WIRE via COMTEX) -- Perihelion Global (PINKSHEETS: PHGI), a development company with interests in natural resources, alternative energies, and advanced communications, today announced that the company's Board of Directors has approved, via unanimous consent, a resolution authorizing Perihelion Global to uplist to the NASDAQ Over-the-Counter Bulletin Board (OTC:BB) by means of an acquisition of a fully reporting shell company. Background on the Transaction
Perihelion Global went public via a reverse merger on the Pinksheets in the 3rd Quarter of 2006, and since that time has moved nearly $1B USD in assets into the corporation. It has become clear to management that in the best interest of Perihelion shareholders, the company should expeditiously move to increase its visibility, liquidity, and corporate transparency by consummating a transaction to have its common shares listed on the NASDAQ OTC:BB. At the close of business on Monday, May 7, Perihelion's market capitalization was a fraction of the corporation's asset value and clearly not representative of the corporation's revenue potential.
Proposed Structure of the Transaction
Perihelion, through assistance of its executive management, is currently engaged in the due-diligence process with several OTC:BB shell candidates. Management contemplates the purchase will be done primarily with cash and will not result in more than nominal dilution from the existing single-percent equity interests the shell will retain following the transaction. Typically, shell owners retain between 5-7% of the equity post-merger, which would allow existing Perihelion shareholders to control the remaining 93-95% of the new listing.
The company will transfer all of its cash, assets, and businesses into the OTC:BB entity with the exception of the broadcast radio stations which will remain with the current PHGI.PK ticker. In consideration to existing shareholders, management proposes a 1-for-1 'spinoff' of the PHGI.PK Pinksheet listing so that each and every documented shareholder as of the record date will effectively have double their existing shares; one set in the Pinksheet listing containing the broadcast radio stations, and the other in the OTC:BB listing which will contain the patented gold mine and biofuel refinery. Following the completion of the acquisition, the Pinksheet listing will add new management, change its name and will trade as a distinct and separate company. The 'Perihelion Global' name, and all existing management and directors, will be transferred to the OTC:BB listing.
An Example of proposed impact of reverse merger into OTC:BB shell:
Today you have 5,000 shares of PHGI.PK (contains all assets)
After the merger, you would have 5,000 shares of PHGI.PK and 5,000 shares of the OTC:BB listing*.
* Exact share conversion rate will be determined at the time of completion of the transaction
What to Expect After a Completed Transaction
When the proposed transaction is completed with a qualified OTC:BB candidate, Perihelion would have the duty to file periodic reports with the Securities & Exchange Commission, including all quarterly and annual reports. The company is confident such reports will clearly outline Perihelion's business plan, strong asset base, and audited revenue/income as applicable. For most shareholders, the transition will be automatic and handled by your brokerage firm electronically.
John H. Beebe, Chairman, Chief Executive Officer, and President of Perihelion Global commented, "The company will update shareholders as the process on this initiative moves forward, and on behalf of the Board of Directors and all of the Executive Management, we sincerely thank those shareholders who have remained optimistic and supportive of the company's business plan throughout what has been a difficult tenure on the Pinksheets. We expect to have new information, including details on the OTC:BB company and specific dates regarding completion of the transaction, by the end of the month."
About Perihelion Global:
Perihelion Global focuses on the acquisition, development and management of technologies, strategic commodity reserves and assets in the energy, natural resource and communications markets. Perihelion's management team specializes in providing solutions for the strategic challenges of 21st Century. We lead with decades of experience in environments that are mission critical in today's global marketplace: Technology, Energy and Communications.
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