CMSF Corp. Has Consummated the Acquisition of Plures Technologies, Inc.
August 10 2011 - 6:09PM
Business Wire
CMSF Corp. (OTCBB:CMSF) announced today that it has consummated
the acquisition of Plures Technologies, Inc. Plures’s primary
business at the present time is the ownership and operation of its
Advanced MicroSensors Corporation subsidiary’s MEMS and magnetics
fab in Shrewsbury, Massachusetts. Further information concerning
this transaction will be set forth in a report on Form 8-K to be
filed shortly by CMSF with the Securities and Exchange Commission
and will be available at www.sec.gov.
On May 23, 2011, CMSF entered into an Agreement and Plan of
Merger and Reorganization (the “Merger Agreement”) with Plures
Technologies, Inc., a Delaware corporation, now known as Plures
Holdings, Inc. Other parties to the Merger Agreement are RENN
Universal Growth Investment Trust PLC (“RENN Universal”), a public
limited company registered in England and Wales and a stockholder
of the Company, RENN Global Entrepreneurs Fund, Inc. (“RENN
Global”), a Texas corporation and a stockholder of CMSF and CMSF’s
newly formed, wholly owned subsidiary, Plures Acquisition Corp., a
Delaware corporation (“Merger Sub”).
On August 10, 2011 (the “Effective Time”), there was a
consummation of the merger (the “Merger”) contemplated by the
Merger Agreement, in which Plures was merged with Merger Sub, with
Plures as the surviving corporation. As part of the merger, the
name of Plures was changed to Plures Holdings, Inc., which became a
wholly-owned subsidiary of CMSF.
Immediately after the Merger, 72.5% of the CMSF’s outstanding
common stock (including for this purpose certain holdback shares)
was owned by the former stockholders of Plures, 20% of the
outstanding common stock was owned by RENN Universal and RENN
Global as a result of the conversion of their $2,000,000 in loans
to Plures into Series A Preferred Stock and assuming conversion of
the Preferred Stock into common stock, and 7.5% of the outstanding
common stock was owned by the current stockholders of the Company,
primarily RENN Universal and RENN Global. When taken together with
their current holdings of common stock of the Company, immediately
after the closing of the Merger, and assuming conversion of the
Series A Preferred Stock into common stock, RENN Universal owned
approximately 20.5% of the outstanding common stock of the Company,
and RENN Global owned approximately 6.8% of the outstanding common
stock of the Company.
CMSF expects shortly to take action to amend its Certificate of
Incorporation to accomplish a variety of objectives, one of which
is to effect a 1 for 400 reverse split or combination of its
common stock. Accordingly, and if and when such amendment is
carried out, each 100 shares of common stock of CMSF presently
outstanding is expected to be converted into 0.25 of a share of
common stock of CMSF.
For more information on Advanced MicroSensors Corporation,
Plures' 95%-owned subsidiary, please visit
www.advancedmicrosensors.com. For additional information about RENN
Universal or RENN Global, please visit www.rencapital.com.
Forward Looking Statements
This report contains forward-looking statements. Such statements
reflect the current views of CMSF with respect to future events and
are subject to certain risks, uncertainties, and assumptions.
Although CMSF believes that the expectations reflected in such
forward-looking statements are reasonable, should one or more of
these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual future results or events may
vary materially from those described herein. Past performance is
not indicative of future results.