Garb Oil & Power Corp. Announces LOI to Purchase O'Leary Enterprise Inc.
12 12월 2012 - 11:00PM
On November 30, 2012, Garb Oil and Power Corporation (USOTC:GARB)
("Garb") entered into a letter of intent (the "LOI") for the
purchase of 100% of O'Leary Enterprise Inc. (the "Business"), and
building and land (the "Property") on which the business is
operated, owned by Gregory O'Leary and Angela O'Leary.
The LOI specifies that it is a non-binding letter of intent, and
not an agreement of sale. However, it specifies the terms pursuant
to which Garb seeks to acquire the Business and the Property from
Mr. and Mrs. O'Leary (collectively, the "Sellers").
Pursuant to the LOI, Garb has proposed to purchase the Business
and the Property for an aggregate purchase price of $8,275,000,
broken out as follows: $3,750,000 would be for the Property on
which the Business is located, and $4,525,000 would be for 100%
ownership of the Business.
The offer to purchase the Business and the Property are subject
to certain conditions, including but not limited to:
- The offer is to be considered all or nothing that is, Garb is
interested in buying the Property and the Business and will only
purchase the Property and Business combined;
- The offer is subject to due diligence, which Garb estimates
will finish by February 15, 2013, with full confirmation of
reported events;
- Confirmation by means of Sellers' representations and Garb's
due diligence investigation that there are no actions, complaints,
filings or other legal or non-legal procedures initiated or known
to be initiated regarding any dumping, spilling, misuse or improper
handling of hazardous materials as the business or on the
property;
- Title reports and surveys being provided to Garb;
- The offer is also subject to audit of O'Leary Enterprise Inc.,
for the 2012, 2011, and 2010 financial years and 2013 updated
financials, with the understanding that the audit will be carried
out by auditors selected and fully paid by Garb, with the offer
also being subject to Auditors' approval of audited entries;
and
- Confirmation by means of Sellers' representations and Garb's
due diligence investigation that all licenses relating to the
permissions to trade, if any, are valid in force and up to date and
that such licenses are transferrable with the sale of the assets of
the business.
The Parties anticipate that the proposed acquisition is to be
completed by no later than close of business February 28,
2013. If, however, both parties do not close a Definitive
Agreement of Sale by January 31, 2013, time being of the essence,
either Garb or the Sellers will have the right to cancel the LOI
and the acquisition will be considered null, void and terminated by
both sides.
About the Company: Garb Oil & Power Corporation (Garb) was
founded in 1972. The Company is a pioneer in the recycling and
waste industries. The Company's founder invented, patented and
produced the first shredder in the world designed specifically for
shredding tires. This shredder revolutionized the waste tire world.
This tradition for innovation, now stemming over 40 years, is a key
founding principle upon which Garb thrives. The Company
continues to infuse this same tradition of enthusiasm and
innovation into its operations, and the Company's founder's
trademark commitment to breaking new ground will carry on into the
future. The new industries of Waste Rubber, Electronic Waste
(E-waste) and Waste-to-Energy are the new areas upon which Garb is
currently focusing its innovative spirit. Management believes
that the integration of Garb's ClosedCycle™ principle and the
attainment of a NoWaste™ process in these industries, is essential
for Earth in the 21st century.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995.
Certain statements in this announcement contain or may contain
forward-looking statements that are subject to known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Generally, the words
"believes", "anticipates," "may," "will," "should," "expect,"
"intend," "estimate," "continue," and similar expressions or the
negative thereof or comparable terminology are intended to identify
forward-looking statements which include, but are not limited to,
statements concerning the Company's expectations regarding its
working capital requirements, financing requirements, business
prospects, and other statements of expectations, beliefs, future
plans and strategies, anticipated events or trends, and similar
expressions concerning matters that are not historical facts. These
forward-looking statements were based on various factors and were
derived utilizing numerous assumptions and other factors that could
cause our actual results to differ materially from those in the
forward-looking statements. These factors include, but are not
limited to, economic, political and market conditions and
fluctuations, government and industry regulation, interest rate
risk, U.S. and global competition, and other factors. Most of these
factors are difficult to predict accurately and are generally
beyond our control. You should consider the areas of risk described
in connection with any forward-looking statements that may be made
herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
announcement. Readers should carefully review this announcement in
its entirety, including but not limited to our financial statements
and the notes thereto. Except for our ongoing obligations to
disclose material information under the Federal securities laws, we
undertake no obligation to release publicly any revisions to any
forward-looking statements, to report events or to report the
occurrence of unanticipated events. For any forward-looking
statements contained in any document, we claim the protection of
the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.
OTHER PERTINENT INFORMATION
When used in this announcement, the terms "GARB", the "Company",
"we", "our", and "us" refers to GARB OIL & POWER CORPORATION, a
Utah corporation.
CONTACT: Garb Oil & Power Corporation
+1-801-738-1355 Office
John Rossi President & CEO
Email: info@garbmail.com
Websites: www.garbop.com
Garb Oil and Power (CE) (USOTC:GARB)
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Garb Oil and Power (CE) (USOTC:GARB)
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