Atlas Capital Holdings, Inc. Enters Into a Merger Agreement With Clean Energy Pathways, Inc.
May 11 2011 - 2:00PM
Atlas Capital Holdings, Inc. (OTCBB:ALCL), operating as the
financing and marketing joint venture partner of Clean Energy
Pathways, Inc. (Pink Sheets:CPWY), today announced that it has
signed a definitive merger agreement with Clean Energy Pathways,
Inc., a renewable energy company based in Dothan, Alabama. When
combined, the two companies will pursue opportunities producing and
developing biomass fuel, energy efficiency retrofitting and solar
and wind power development projects.
Transaction Highlights:
- Upon completion of the business combination, Atlas will
exchange approximately 230 million shares of its common stock for
the outstanding shares of Clean Energy common stock and, for the
outstanding Clean Energy preferred stock, that number of shares of
Atlas preferred stock that will constitute 54% of the voting rights
of Atlas shareholders, and Clean Energy will become a wholly-owned
subsidiary of Atlas.
- J. Michael Parsons, CEO of Clean Energy, will become Chief
Executive Officer of the combined company and Christopher Davies,
the CEO of Atlas, will become the General Counsel and Corporate
Secretary of Clean Energy Pathways, Inc.
- Atlas will file an S-4 Registration Statement for the common
shares to be issued to Clean Energy's shareholders and will file an
Information Statement for the authorization of preferred shares to
be issued to Clean Energy preferred shareholders in the
combination.
- The combined company will continue to be headquartered in South
Florida, with Clean Energy relocating several of its Alabama-based
key employees.
- The transaction is expected to be completed on or about August
2011, subject to, among other things, including the effectiveness
of the S-4 Registration Statement and the completion of Atlas'
Information Statement. When the Registration Statement is declared
effective, all of the common stock held by the Clean Energy
shareholders will be converted into two shares of Atlas common
stock and all preferred stock will be converted into shares of
Atlas preferred stock equal to a majority of Atlas shareholders'
voting rights.
- Atlas will change its name to Clean Energy Pathways. The
combined company will operate three divisions, which will focus on
development and sales of (1) biofuels, (2) energy efficiency
consulting and retrofits, and (3) solar and other renewable
energy.
J. Michael Parsons, Founder and Chief Executive Officer of Clean
Energy, stated: "Since our joint venture partnership with Atlas
commenced several months ago, we continued to see operating
similarities and potential business opportunities, which is why our
discussion about combining the two companies began. Together we
will explore some very exciting business opportunities available to
us in the renewable energy market. The merger gives Clean Energy
shareholders transparency and continued communication they deserve
as we continue to grow our business."
Christopher Davies, CEO of Atlas, commented: "Based on the
initial success of our work with Clean Energy, we began to explore
how to further enhance this relationship. Combining our two
companies opens a multitude of business opportunities we can
explore together and drive our business to success under common
leadership. We see great potential for growth and for adding value
to both current and future shareholders."
About Atlas Capital Holdings
Atlas is a Nevada corporation and was originally formed in
September 2006 and operated under the name Micro Mammoth Solutions,
Inc. through January 25, 2010. On January 26, 2010, Micro Mammoth
Solutions, Inc. acquired Atlas Capital Partners and changed its
name to Atlas Capital Holdings, Inc. The Atlas acquisition brought
with it several financial and business consulting professionals and
the company was focused on providing financial and business
consulting services to small to medium-sized enterprises. Later, in
March 2011, Atlas entered a joint venture with Clean Energy
Pathways to provide finance and marketing support to that company.
Upon the effective date of the merger, Atlas will change its name
to Clean Energy Pathways, Inc.
About Clean Energy Pathways
Clean Energy Pathways, Inc. is a company focused on delivering
multiple solutions to aid businesses and government facilities in
attaining energy independence, reduced costs and a cleaner
environment. These pathways to energy independence include biomass
fuels, solar systems, building energy management systems and other
technologies, as well as financing of, and gain-sharing in, the
improvements.
The Clean Energy Pathways, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=9449
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and such forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to risks and
uncertainties that could cause future results to differ materially
from the forward-looking statements. You should consider these
factors in evaluating the statements herein, and not rely on such
statements. The forward-looking statements in this release are made
as of the date hereof and Clean Energy Pathways, Inc. and Atlas
Capital Holdings, Inc. undertake no obligation to update such
statements.
CONTACT: Equititrend Advisors
1-800-953-3350
Or
Harrison Parrish, 866-492-5325
investor@cepathways.com
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