Hirsch International Corp. Enters Into an Agreement to Merge with Sheridan Square Entertainment, Inc.HAUPPAUGE, N.Y. -- Hirsch International Corp. (NASDAQ NASDAQ in 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 SmallCap:HRSH) announced today that it has signed a definitive merger agreement with Sheridan Square Entertainment, Inc., a privately held producer and distributor of recorded music recorded music n → música grabada . The transaction has been approved by the board of directors of both companies and by the shareholders of Sheridan Square. The transaction is subject to customary conditions of closing and a vote of the shareholders of Hirsch and is expected to be completed in the third quarter of this year. Under the terms of the agreement, the holders of Sheridan's capital stock will receive approximately 15 million shares of Hirsch stock in exchange for their shares of Sheridan common stock or common stock equivalents. Upon the closing of the merger, the present shareholders of Hirsch will own approximately 38% of the combined entity with the current shareholders of Sheridan Square owning the remaining 62%. Concurrent with the execution of the Merger Agreement, Hirsch and Sheridan also entered into a transaction in which Hirsch may purchase Series B Convertible Preferred Stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". of Sheridan for an aggregate purchase price of up to $1,000,000. After the closing of the merger, the key officers of the merged companies will be Sheridan's Co-CEO, Joe Bianco, as CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. ; Hirsch's President and CEO, Paul Gallagher
The combined Company's board will increase to nine directors and will include Sheridan's current Chairman, Rob Michalik, Henry Arnberg, Joe Bianco and Paul Gallagher. Five independent directors will be mutually agreed upon Adj. 1. agreed upon - constituted or contracted by stipulation or agreement; "stipulatory obligations" stipulatory noncontroversial, uncontroversial - not likely to arouse controversy . Hirsch's President and CEO, Paul Gallagher, commented, "We believe this combination will capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. the relative strengths of both companies and provide a platform to take advantage of what we believe are significant opportunities for expansion in the music and related industries. Based on last year's results, combining our companies will produce an almost doubling of revenues to $88 million and of net equity to $26 million." Gallagher concluded, "We expect this merger to allow our shareholders a much greater ability to participate in the growth potential of the combined companies." The Company intends to circulate a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. in the near future to disclose all of the material details of the transaction and will be holding a special meeting of shareholders to vote on the matter. Sheridan Square Entertainment is a New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of based music holding company managed by Redux Refers to being brought back, revived or restored. From the Latin "reducere." Records, a company founded by Joe Bianco and Anil Narang, also founders of Alliance Entertainment; Joe Pretlow, formerly a partner at Bain Capital; and Kinderhook Capital Fund, a New York based private equity fund. Sheridan Square's holdings include Artemis Records, a leading independent recording label whose artists earned four 2005 Grammy nominations, Musicrama Distribution, Compendia com·pen·di·a n. A plural of compendium. , Light Records, Intersound, Artemis Classic, Artemis Gospel, Vanguard Classics, Triloka Records, Tone-Cool Records, and Ropeadope Records. Hirsch International is the leading single source provider of Tajima embroidery systems marketing under the name Tajima Sales & Support by Hirsch. For more information on Hirsch products and services, call Hirsch International at 1.800.394.4426 or visit their website at www.Tajima-Hirsch.com. Certain statements and information included in this press release constitute "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements express our intentions, strategies, or predictions for the future. These forward looking statements involve unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Hirsch to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These factors include, without limitation, the consummation or failure to consummate the transaction with Sheridan Square Entertainment, on-going competition from other distributors and manufacturers of embroidery equipment, fluctuations in currency, the effectiveness of new advertising and promotion strategies, availability of adequate supplies of inventory, the ability to attract and maintain employees, legal and regulatory matters, potential new business opportunities, the Company's ability to have a competitive position in the embroidery machine market, volatility in sales, fluctuations in working capital and general economic conditions. A further and more detailed discussion of factors that could affect Hirsch's results is included in reports filed with the Securities and Exchange Commission, including Hirsch's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended January 29, 2005. |
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