Commercial Consolidators to Acquire American Way Cellular.Business Editors/Technology Writers TORONTO--(BUSINESS WIRE)--Jan. 22, 2002 Commercial Consolidators Corp. (AMEX AMEX See: American Stock Exchange :ZCC ZCC Zero Core Contribution ZCC zone of calcified cartilage ZCC Zone Compliance Coordinator (State Farm Insurance) )(CDNX CDNX See Canadian Venture Exchange (CDNX). :CCZ CCZ Cyber Condition Zebra (Washington Naval Yard) CCZ Command and Control Zone CCZ Carlet-Charpin-Zinoviev (Equivalence Relation of Functions) ), a diversified international distributor of business technologies (cellular phones and accessories, and computer hardware and software) and consumer electronics to the Americas (North, South and Central), is pleased to announce that it has entered into an agreement to acquire a 100% interest in American Way The American way of life is an expression that refers to the "life style" of people living in the United States of America. It is an example of a behavioral modality, developed from the 17th century until today. Importing Corp., operating as American Way Cellular ("American Way"), a Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. based wireless company. Founded in 1983, American Way is a highly profitable and growing wholesale distributor of cellular phones and accessories. In addition to its distribution operations, American Way is an activation agent for all major network carriers in the Western United States Noun 1. western United States - the region of the United States lying to the west of the Mississippi River West Santa Fe Trail - a trail that extends from Missouri to New Mexico; an important route for settlers moving west in the 19th century . For their fiscal year ended December 31, 2001, American Way recorded revenues of approximately US$20 million and pre-tax income of approximately US$1.6 million. Commercial Consolidators Corp. (the "Company") has agreed to acquire American Way for a total consideration of approximately US$11 million. The purchase price is to be paid in common shares of the Company at an agreed price of US$2.55 per share. At closing the Company will issue 392,157 common shares from treasury representing US$1,000,000 of the purchase price. US$4,000,000 is payable to the stockholders of American Way by way of common shares of Commercial Consolidators, subject to American Way reporting audited net pre-tax income of a minimum US$3,300,000 in either of fiscal 2002 or fiscal 2003. The balance of the purchase price shall be paid by way of guaranteeing an operating line/acquisition credit facility in the amount of approximately US$6,000,000. Closing is subject to: 1) the preparation of audited financial statements wherein American Way is to report net pre-tax income of not less than US$1.6 million for the fiscal year ended December 31, 2001; 2) minimum Shareholder's Equity of US$1,500,000 as at December 31, 2001; and 3) renegotiation of the existing American Way operating line/acquisition credit facility on terms and conditions satisfactory to the Company. Commercial Consolidators has also agreed to enter into a three-year employment contract with Mr. Steve Javidzad, President of American Way. "We are extremely pleased with our most recent acquisition," stated Commercial Consolidators' Chief Executive Officer Mr. Guy Jarvis. "The acquisition of American Way provides Commercial Consolidators with an exciting market opportunity. It compliments our existing Wireless Products Division's products offering and expands our presence into the rapidly growing Western U.S. marketplace." ABOUT COMMERCIAL CONSOLIDATORS CORP. Commercial Consolidators Corp. is a diversified distributor of business technologies (cellular phones and accessories, and computer hardware and software) and consumer electronics to the Americas (North, South and Central). The Company's head office is located in Toronto, Ontario. Statements about the Company's future expectations, including future revenues and earnings, and all other statements in this press release other than historical facts, are "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. " within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in 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. The Company intends that such forward-looking statements be subject to the safe harbors Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. created thereby. Since these statements involve risks and uncertainties and are subject to change at any time, the Company's actual results could differ materially from expected results. For further information, please contact Mike Risley at Investor Relations Investor relations The process by which the corporation communicates with its investors. Services, Inc. at 386-409-0200 or mrisley@invrel.net; or visit the Company's website at http://www.commercialconsolidator.com. ON BEHALF OF THE BOARD OF DIRECTORS "Guy Jarvis" GUY JARVIS, Chief Executive Officer |
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