Biofarm, Inc. Announces Distribution to Shareholders of Shares in New Office Supply E-Commerce Venture.Business Editors/High-Tech Writers LINFIELD, Pa.--(BUSINESS WIRE)--May 12, 2000 Biofarm, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :BIOF.OB) announced today that a non-binding letter of intent has been signed with United Source, Corporation, a privately owned Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state. based in Mill Neck, New York Mill Neck is a village in Nassau County, New York in the United States. The population was 825 at the 2000 census. The Village of Mill Neck is in the Town of Oyster Bay. Geography Mill Neck is located at (40. . Biofarm, Inc. ("BIOF") has signed a non-binding letter of intent to complete a tax-free merger between BIOF's wholly-owned subsidiary Hannibal Capital Corp. ("Hannibal") and United Source Corporation ("USC An abbreviation for U.S. Code. "). The agreement provides for Hannibal to be the surviving entity. Hannibal would issue to the shareholders of USC such number of fully paid and non-assessable shares of Hannibal Common Stock as would result in the shareholders of USC collectively owning immediately after the closing of the merger, ninety (90%) percent of the common equity of Hannibal 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. USC shareholders would surrender their USC shares to Hannibal at closing. Hannibal would issue to the shareholders of BIOF such number of fully-paid and non-assessable shares of Hannibal Common Stock as would equal one share of Hannibal for each four shares of BIOF. Such distribution would be a stock dividend that does not require the surrender of any BIOF shares and will be issued to BIOF shareholders of record on the date the Hannibal registration statement is declared effective. At closing, the name of Hannibal would be changed to United Source Corporation. The amended Hannibal registration statement will be filed upon receipt of the required audited financial statements. There are significant contingencies involved in the non-binding letter of intent, including but not limited to, proper due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , negotiation and execution of an Agreement and Plan of Merger by May 22, 2000, mutually acceptable to all parties; additional funding of BIOF and Hannibal prior to closing; approval of the transaction by the shareholders of each company; and the filing of an amended registration statement with the Securities and Exchange Commission by BIOF and Hannibal reflecting the proposed merger transaction and the spin-off The situation that arises when a parent corporation organizes a subsidiary corporation, to which it transfers a portion of its assets in exchange for all of the subsidiary's capital stock, which is subsequently transferred to the parent corporation's shareholders. of Hannibal as a publicly registered company, which registration statement must be declared effective by the SEC prior to the completion of the merger but not later than June 30, 2000. BIOF is using its best efforts to effect the required actions to bring the transaction to completion, but there is no guarantee the transaction will be completed as described or at all. United Source Corporation. (USC) a private company founded in November, 1999, is a software company providing "Business-to-Business E-Procurement Solutions." USC is now in the process of developing the following sites: United Source.com, United Procurement.com and UnitedSource MarketpPlace.com, all of which are powered by Commerce One. USC has developed an internet based Business-to-Business Corporate Procurement Solution and "Blind Bid" market place exchange, for both suppliers and purchasers of products and services. USC's online objective is to provide full-service business solutions, become a one-stop shopping source, and attract additional corporate purchasers to its site. USC believes its early entry into E-Commerce procurement within the business procurement area has positioned USC to take advantage of what is "expected to be", according to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. Dun & Bradstreet data, a $110 billion market in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. for office supply products in the year 2000. USC also believes that, according to Forrester Research Forrester Research is an independent technology and market research company that provides its clients with advice about technology's impact on business and consumers. Corporate facts
This press release contains 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. , which are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Expressions of future goals and similar expressions including without limitation such words as: "expects", "believes", "seeks" and "anticipates", reflecting something other than historical facts, are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements involve a number of risks and uncertainties, including the timely development and market acceptance of products and technologies, and other factors. The actual results may differ materially from any forward-looking statements due to such risks and uncertainties. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release. |
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