American Ethanol Announces Merger With Public Company; Company Signs Definitive Agreement With Marwich II, Ltd.CHICAGO -- American Ethanol ethanol (ĕth`ənōl') or ethyl alcohol, CH3CH2OH, a colorless liquid with characteristic odor and taste; commonly called grain alcohol or simply alcohol. , Inc., a company that is developing, constructing, and acquiring ethanol and biodiesel facilities in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , announced today it has signed a definitive agreement to merge with Marwich II, Ltd. (Marwich), a public company traded under the symbol: (MWII.OB). Pursuant to the terms of the merger agreement, it is currently anticipated that Marwich will issue approximately 84.6 million shares of common stock to American Ethanol stockholders and assume warrants exercisable for an additional 800,000 shares of common stock, resulting in approximately 85.8 million shares of Marwich common stock outstanding after the merger on a fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. basis. Based upon the forgoing for·go also fore·go tr.v. for·went , for·gone , for·go·ing, for·goes To abstain from; relinquish: unwilling to forgo dessert. , the American Ethanol stockholders will own approximately 99.5 percent of the outstanding shares of Marwich common stock. The exchange ratio is not adjusted in the event that American Ethanol issues additional securities, which would result in additional dilution Dilution A reduction in earnings per share of common stock that occurs through the issuance of additional shares or the conversion of convertible securities. Notes: Adding to the number of shares outstanding reduces the value of holdings of existing shareholders. to the Marwich shareholders. American Ethanol owns two permitted ethanol plant sites in Nebraska which upon completion of construction will produce approximately 230 million gallons of ethanol capacity. In addition, American Ethanol is currently permitting three other ethanol production plant sites in Nebraska and two sites in Illinois Illinois, river, United States Illinois, river, 273 mi (439 km) long, formed by the confluence of the Des Plaines and Kankakee rivers, NE Ill., and flowing SW to the Mississippi at Grafton, Ill. It is an important commercial and recreational waterway. . Each site is being permitted for approximately 115 million gallons of annual ethanol production. Negotiations are in process for multiple other sites in Illinois. American Ethanol's founding shareholders include The Industrial Company (TIC), a subsidiary of TIC Holdings, Inc., a heavy industrial contractor with over $1.3 billion in annual revenues, and Delta-T, a leading ethanol process-engineering firm. About American Ethanol American Ethanol, Inc. is a company that is developing, constructing, and acquiring ethanol and biodiesel facilities in the United States. The company's goal is to become a leader in the production and sale of ethanol and other renewable fuels Renewable fuels are alternative fuel sources such as ethanol, biodiesel (e.g. soy, vegetable oils, animal fats, or recycled restaurant greases) or hydrogen, in contrast to non-renewable fuels such as natural gas, LPG (propane). , and to supply America's growing renewable, high octane oc·tane n. 1. Any of various isomeric paraffin hydrocarbons with the formula C8H18, found in petroleum and used as a fuel and solvent. 2. An octane number. and clean-burning fuel requirements. These fuels reduce dependence on foreign energy sources in an environmentally responsible manner. For more information about American Ethanol, visit our website at www.americanethanol.com. Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. |
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