Microlog Announces Acquisition of NutraBev Holdings International, Inc. and Plan to Spin Out Software Business
May 15 2013 - 2:00PM
Marketwired
Microlog Corporation ("Microlog") (PINKSHEETS: MLOG) is pleased to
announce that it has entered into a definitive agreement (the
"Agreement") with NutraBev Holdings International, Inc., a leading
nutrition and natural foods company based in Syosset, New York
("NutraBev"), under which NutraBev will be acquired by Microlog.
Under the terms of the Agreement, Microlog will issue 91,601.248
shares of preferred stock to NutraBev's stockholders in exchange
for 100% of NutraBev's common stock. NutraBev's stockholders will
control approximately 80% of the economic interest of the combined
company after the closing of the transaction. Other terms of the
preferred stock will be set forth in a certificate of designation
which will be filed with the Delaware Secretary of State. The
transaction is expected to close this summer after certain filings
are made with the U.S. Securities and Exchange Commission (the
"SEC").
Pursuant to the Agreement, Microlog intends to spin out its
wholly owned Maryland-based software subsidiary as a dividend to
the shareholders of Microlog. Such spin-out will occur after
certain filings are made with the SEC and certain notices are sent
to FINRA as required by Rule 10b-17.
The closing of the transaction is also subject to other
customary closing conditions which must be fulfilled or waived by
the parties.
"We are pleased to enter into this Agreement with NutraBev,"
said Richard Meccarielli, CEO of Microlog. "We believe that this
transaction creates value for our shareholders as they get to keep
100% of existing Microlog operations via the spin-out and will also
have approximately 20% of the NutraBev ownership going
forward."
"NutraBev is excited to enter into this definitive Agreement
with Microlog," said David Sackler, President of NutraBev. "We look
forward to the closing of the transaction so we can move the public
company forward with an aggressive, acquisition-centric growth
strategy."
About NutraBev:
NutraBev Holdings International, Inc. acquires
revenue-generating businesses operating in the healthy lifestyle
marketplace. The company's strategy is to acquire related companies
and capitalize on synergies from manufacturing through
distribution.
About Microlog:
Microlog Corporation designs, implements and services patented
software applications that enhance the productivity of the customer
contact center experience, as well as providing consultation on a
variety of system integration options. The company's services
encompass the migration of e-commerce into the traditional call
center environment by Web enablement. Microlog's award winning
products support this Web enablement, as well as supporting all
inbound and outbound media, telephone, e-mail, fax, and Web for
contact centers.
Forward-Looking Statements:
This release may contain forward-looking statements. Often, but
not always, forward-looking statements can be identified by the use
of words such as "expects," "plans," "estimates," "intends,"
"believe," "could," "look forward," "will" or variations of such
words and phrases. Forward-looking statements involve known and
unknown risks, uncertainties, and other factors, which may cause
the actual results, performance, or achievements of Microlog or
NutraBev to be materially different from any future results,
performance, or achievements expressed or implied by the
forward-looking statements. Factors that might cause such
differences include, but are not limited to: any adjustment to the
purchase price pursuant to the terms of the Agreement; and any
business disruption associated with the sale of NutraBev.
Furthermore, such forward-looking statements speak only as of the
date of this report. We undertake no obligation to update any
forward-looking statements to reflect events or circumstances after
the date of such statements.
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Media Contact(s): Richard Meccarielli Microlog
Corporation (703) 981-0758 richm@mlog.com David Sackler NutraBev
Holdings International, Inc. dsackler@nutrabev.com
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