CorpHQ Announces Merger Plan for Portfolio Company; Safeguard Technology Looks at Merger with World Wide Eyes.REDONDO BEACH Redondo Beach (rĭdŏn`dō), city (1990 pop. 60,167), Los Angeles co., S Calif., on the Pacific Ocean; inc. 1892. Once a commercial port for Los Angeles, it is a residential and resort city with a protected harbor and an excellent marina. , Calif. -- CorpHQ, Inc. (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). :COHQ) today announced that its portfolio company, Safeguard Technology International Inc., had executed a non-binding letter of intent to merge with World Wide Eyes Inc. ("WWE WWE World Wrestling Entertainment, Inc. (formerly World Wrestling Federation) WWE Witwe (German: Widow) WWE William Webb Ellis (inventor of rugby) WWE World Wide Education WWE Well Woman Exam "), a distributor of security and surveillance equipment; and Digital Video Technology Inc. ("DVT See deep vein thrombosis. "), an engineering and manufacturing company with operations in the U.S. and Korea. The proposed transaction has been structured as a merger of equals between Safeguard and WWE, with an allocation of 20% of the equity in the combined company to DVT, subject to the completion of product development milestones and revenue forecasts; completion of executive employment agreements on acceptable terms; and the entry of the parties into mutually acceptable shareholder agreements. The three companies will become wholly-owned subsidiaries of a new holding company formed to complete the merger. Completion of the merger is subject to: (1) the satisfactory completion of 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. by all parties, and (2) receipt of the bridge financing Bridge Financing A method of financing, used by companies before their IPO, to obtain necessary cash for the maintenance of operations. Notes: These funds are usually supplied by the investment bank underwriting the new issue. . Management personnel from the three companies are now discussing financing options with investment firms in the UK. Preliminary terms under discussion are an initial bridge financing in the amount of US$5 million and a proposed further financing through an Initial Public Offering on the Alternative Investment Market of the London Stock Exchange London Stock Exchange London marketplace for securities. It was formed in 1773 by a group of stockbrokers who had been doing business informally in local coffeehouses. (AIM), in London, England, designed to raise up to approximately GBP GBP In currencies, this is the abbreviation for the British Pound. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 15-20 million during 2005. Safeguard's board of directors generated an analysis of the proposed transaction, and will recommend its approval by the Safeguard shareholders. This analysis projects an assumed valuation of the combined entity at the point of its Initial Public Offering of approximately US$69 million, or US$0.48 per share. Of course, such a projection is necessarily dependent upon a number of assumptions, the actual realization of which are outside of the control of any of the parties to the merger, and therefore no assurance can be given that any of such assumptions will occur as contemplated, or that the valuation of the Company at the time of the contemplated Initial Public Offering, or at any time, will be as projected, or that the Initial Public Offering will occur at any given time, or at all. At present, CorpHQ Inc. owns approximately 65% of the common stock of Safeguard Technology. Following the merger and the distribution of shares among the parties as contemplated in the letter of intent, CorpHq's interest in the combined company will be approximately 20%. About Safeguard Technology: Safeguard Technology International, Inc. operates as an elite class residential security specialist in Southern California Southern California, also colloquially known as SoCal, is the southern portion of the U.S. state of California. Centered on the cities of Los Angeles and San Diego, Southern California is home to nearly 24 million people and is the nation's second most populated region, through its Moore Protection business unit. About CorpHQ, Inc.: CorpHQ, Inc. operates as a holding company and business incubator Business incubators are organizations that support the entrepreneurial process, helping to increase survival rates for innovative startup companies. Entrepreneurs with feasible projects are selected and admitted into the incubators, where they are offered a specialized menu of ; we organize, invest in, and provide comprehensive management support and a variety of resources to high-potential companies. CorpHQ also acquires interests in and provides consultation to selected companies that are synergistic with its portfolio companies. CorpHQ provides periodic Voluntary Financial Reports on its operations at http://www.pinksheets.com/quote/finance.jsp?symbol=COHQ. 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. Any statements made in this press release which are not historical facts contain certain "forward-looking statements" as such term is defined in the Private Litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. Reform Act of 1995, concerning potential developments affecting the business, prospects, financial condition and other aspects of the company to which this release pertains. The actual results of the specific items described in this release, and the company's operations generally, may differ materially from what is projected in such forward-looking statements. Although such statements are based upon the best judgments of management of the company as of the date of this release, significant deviations in magnitude, timing and other factors may result from business risks and uncertainties including, without limitation, the company's dependence on third parties, general market and economic conditions, technical factors, the availability of outside capital, receipt of revenues and other factors, many of which are beyond the control of the company. The company disclaims any obligation to update information contained in any forward-looking statement. This press release is available at www.corphq.com and http://www.pinksheets.com/quote/quote.jsp?symbol=COHQ. |
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