Promethean Corporation Signs Letter of Intent to Acquire Fragrance Dynamics, LLC
September 07 2007 - 2:24PM
PR Newswire (US)
CHATSWORTH, Calif., Sept. 7 /PRNewswire-FirstCall/ -- Promethean
Corporation (OTC Pink Sheets: PRMN), announced today that it has
entered into a non-binding letter of intent to acquire 100% of
Fragrance Dynamics, LLC ("Fragrance Dynamics"), a privately held
candle manufacturing company based in Lake Katrine, NY. The
contemplated acquisition is part of Promethean's strategy to grow
and diversify its operations beyond the current CandleWealth
International, Inc. operations. The letter of intent provides that
Promethean will acquire Fragrance Dynamics for the acquisition
price of $4,545,000 payable in Promethean common stock, valued at
the average closing price per share of Promethean common stock for
the last 20 trading days prior to the date of closing of the
acquisition, which date has yet to be determined. The acquisition
price is subject to adjustment based upon a variety of factors,
including, but not limited to, adjustments based upon Fragrance
Dynamics' net worth at the time of closing, its 2007 EBITDA, and
any working capital or other investments Promethean has made in
Fragrance Dynamics. The acquisition is subject to the negotiation
and execution of a definitive agreement reflecting the provisions
of the letter of intent, including representations, warranties and
covenants of the parties and other terms and conditions appropriate
to a transaction of this nature. The final structure of the
acquisition has yet to be determined. Promethean has 60 days from
the date of the letter of intent to perform its due diligence of
Fragrance Dynamics; otherwise, the letter of intent is voidable at
the option of Fragrance Dynamics, without penalty. The Closing of
the acquisition is subject to conditions appropriate to a
transaction of this nature, including but not limited to, approval
of the board of directors of both companies, satisfactory
completion of due diligence review, the execution of certain
mutually satisfactory non-competition agreements and employment
agreements, and the removal of certain personal guarantees on bank
loans made to Fragrance Dynamics. About Promethean Corporation
Promethean Corporation is the publicly traded holding company of
CandleWealth International, Inc., presently Promethean's sole
subsidiary. CandleWealth is a direct seller of natural, soy-based
candle wax, candle making supplies and other related products. Its
home-based independent distributors make and sell these candles as
well as build teams of other candle makers who do the same. Soy wax
is a cleaner alternative to petroleum-based paraffin wax, burning
cooler and longer, without the residues inherent in paraffin wax
smoke. CandleWealth's success will be driven by the zeal and
excitement of its distributors in spreading the benefits of natural
wax and CandleWealth's other innovative products. Safe Harbor
Statement Some of the information presented in this letter
constitutes forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements represent the company's
judgment regarding future events, and are based on currently
available information. Although the company believes it has a
reasonable basis for these forward-looking statements, the company
cannot guarantee their accuracy and actual results may differ
materially from those the company anticipated due to a number of
known and unknown uncertainties, of which the company is not aware.
Factors which could cause actual results to differ from
expectations include, among others, the company's historic lack of
profitability, end user customer acceptance and actual demand,
which may differ significantly from expectations, the need for the
company to manage its growth, the need to raise funds for
operations and other risks within the regulation of the industry.
DATASOURCE: Promethean Corporation CONTACT: Dave Koerner of
Promethean Corporation, +1-888-881-9373 Web site:
http://www.candlewealth.com/
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