EuroMed to Acquire Privately Held Tejas Securities Group Inc. of Austin, Texas.DALLAS--(BUSINESS WIRE)--July 28, 1998--EuroMed (NASDAQ NASDAQin full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :EMED EMED Eastern Mediterranean (shipping routes) EMED Eastern Mediterranean Resources Public Limited EMED Entrepreneurial Management and Executive Development ) announced today that it has reached an agreement to acquire privately held Tejas Securities Group Inc. of Austin, Texas, for 8.3 million shares of EuroMed Class B Common Stock. EuroMed currently has 1,407,000 shares of Class A Common Stock outstanding and outstanding options to purchase 300,000 shares of the Class A Common Stock. As part of the agreement, the Class A Common Stock will be entitled to any distributions from the sale or spinoff Spinoff A new, independent company created through selling or distributing new shares for an existing part of another company. Notes: Spinoffs may be done through a rights offering. of the minority ownership position of EuroMed Europe B.V. and any recovery from its judgment against Gregory Alan Gaylor, a former director of EuroMed. 2.4 million of the 8.3 million shares of Class B Common Stock will be held in escrow escrow Instrument, such as a deed, money, or property, that constitutes evidence of obligations between two or more parties and is held by a third party. It is delivered by the third party only upon fulfillment of some condition. for key employees of Tejas Securities Group Inc. 800,000 shares will be released when the Class A Common Stock has traded at $2.25 or more for 20 consecutive trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. ; another 800,000 will be released from escrow when the Class A Common Stock has traded at $3.75 for 20 consecutive trading days; and the remaining 800,000 shares will be released when the Class A Common Stock has traded at $5.25 or more for 20 consecutive trading days. In addition, at anytime Tejas Securities Group Inc. reports net income of more than $3 million all the escrow shares will be released. Finally, the shares of Class A Common Stock held in escrow will be released upon the third anniversary of this agreement so long as the holder is an employee at such date. Tejas Securities Group Inc. is a full-service investment banking firm. In the past 12 months, Tejas has completed $28 million in public offerings including: 1.2 million Units @ $7.50 for Westower Corporation; 1 million shares @ $10.00 of 15 percent 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. for AutoBond Corporation; and 1.2 million shares of Common Stock @ $7.50 for Transnational Financial Corporation. In addition, Tejas is currently in registration with the Securities and Exchange Commission on three additional offerings aggregating approximately $25 million. In 1997, Tejas had revenues of $6,496,909 and pretax income pretax income Reported income before the deduction of income taxes. Pretax income is sometimes considered a better measure of a firm's performance than aftertax income because taxes in one period may be influenced by activities in earlier periods. of $474,035. "One of the most exciting aspects of this transaction is Tejas receives underwriter warrants in many of its transactions, 40 percent of the warrants earned by Tejas are retained for the benefit of all the shareholders," said Elbert G. Tindell, EuroMed's chief executive officer. In addition, Tindell said, "The commitment to ownership by all of the employees of Tejas will contribute significantly to the improvement of value to EuroMed's existing shareholders." The information set forth in this release includes "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 21E of the Securities and Exchange Act of 1934, as amended, and is subject to the safe harbor 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 by those sections.
CONTACT: Tejas Securities Group Inc.
Robert A. Shuey III, 214/692-3544
reveregrp@aol.com
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