American Fire Retardant Corp. Announces Completion of Sale of GloveBox.SAN DIEGO -- American Fire Retardant fire retardant Public health A chemical used to resist combustion, which may contain polybrominated biphenyls and antimony oxide Corp. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :AFRD AFRD Average Fading Rate Duration ) announced today that they have entered into a stock exchange agreement with PTS PTS put to sleep; a common euphemism for euthanasia, but also used to describe general anesthesia. , Inc., a Nevada corporation, to sell to PTS 7,500,000 common shares of GloveBox, Inc., a Nevada corporation. The total consideration paid by PTS to the American Fire Retardant Corp. in connection with the Stock Exchange consisted of 7,500,000 shares of the PTS convertible redeemable Series C Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. , valued at approximately $750,000.00. The amount of consideration for the 7,500,000 common shares of GloveBox pursuant to the stock exchange agreement was determined following negotiations between AFRC AFRC Air Force Reserve Command (formerly AFRES) AFRC Armed Forces Revolutionary Council (Sierra Leone) AFRC Agricultural and Food Research Council (United Kingdom) and PTS. The Registrant's board of directors determined that the terms of the Stock Exchange are reasonable. The Registrant's board did not seek a third party fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. or any valuation or appraisal of the terms of the transaction. Thus, the Registrant's stockholders will not have the benefit of a third party opinion that the terms of the Stock Exchange were fair from a financial point of view. American Fire Retardant Corp. also announced it has canceled its plans to purchase all of the issued and outstanding shares of Alchemco, Inc., a California corporation and rescinded the stock purchase agreement with Alfred M. Bayer and Darlene Bayer, which was previously reported on the Registrant's Form 8-K, filed with the Commission on October 26, 2004. The Registrant and Mr. and Mrs. Bayer were unable to agree on mutually beneficial terms, and the planned Acquisition of Alchemco by the Registrant was rescinded by means of an agreement between the parties. Alfred M. Bayer and Darlene Bayer retained the $250,000 nonrefundable deposit. About American Fire Retardant Corp. American Fire Retardant Corp. (OTCBB:AFRD), www.americanfireretardant.com, is in the business of developing, manufacturing and marketing a line of interior and exterior fire retardant products. American Fire Retardant Corp. also designs new technology for future fire resistive resistive /re·sis·tive/ (re-zis´tiv) pertaining to or characterized by resistance. applications that are being mandated by local, state and governmental agencies. Additionally, the company is active in the construction industry as sub-contractors for fire stop and fire film installations. Safe Harbor for Forward-Looking Statements: Except for historical information contained herein, the statements in this news release are forward-looking statements that involve risks and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company's actual results in the future periods to differ materially from forecasted results. |
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