International Fight League, Inc. and Paligent Inc. Execute Merger Agreement.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 -- Paligent Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :PGNT) today announced that it has executed a merger agreement with respect to the acquisition of International Fight League, Inc. (IFL IFL International Fight League (mixed martial arts) IFL Integrated Facility for Linux (IBM) IFL Intense Football League IFL Indoor Football League IFL I'm Feeling Lucky (Google) ) pursuant to which IFL will emerge as the surviving entity. Following consummation of the merger, Paligent has agreed to change its name to International Fight League, Inc. Under the agreement, Paligent will acquire all of the issued and outstanding capital stock of IFL, and the holders of IFL capital stock will receive shares of common stock of Paligent which, upon their issuance, would be equal to 95% of the issued and outstanding shares of common stock of Paligent. In addition, in connection with the merger, options to purchase shares of common stock of IFL outstanding prior to the merger will be converted into options to purchase shares of common stock of Paligent on the same terms and conditions applicable to such options prior to the merger, under a new equity incentive plan to be submitted for the approval of Paligent's stockholders together with the merger. Paligent has also agreed, subject to stockholder approval, to effect, immediately prior to the merger, a 1-for-20 reverse stock split of Paligent's common stock, such that the number of shares of common stock outstanding following the merger shall be approximately the number of shares of common stock currently outstanding. Each of Paligent and IFL has made customary representations and warranties in the merger Agreement. Paligent has also made representations and warranties with respect to the fact that it has no current operations. Paligent has agreed to file 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. and convene a meeting of its stockholders to approve the merger, the equity incentive plan, the reverse split of its common stock and the name change. Following the consummation of the merger, it is anticipated that the board of directors of the company will include three additional directors appointed by the current stockholders of IFL. In connection with the merger, Richard J. Kurtz, a director and the principal stockholder of Paligent, has agreed to vote in favor of the approval of the merger and the other matters to be submitted for stockholder approval. Mr. Kurtz has also agreed to contribute to the Company, immediately following the consummation of the merger, all or a portion of the amounts owed to him by Paligent, but not less than $651,000, in exchange for shares of common stock of the company. Founded in 2005 by Gareb Shamus Gareb Shamus (born in Rockland County, New York) is the co-founder and Chief Executive Officer of the International Fight League and founder of Wizard Entertainment Group. Bio , the founder and chairman of Wizard Entertainment Based in Congers, New York, Wizard Entertainment, formerly known as Wizard Press, is the publisher of several notable magazines in fandom: InQuest Gamer, Wizard, ToyFare, and Anime Insider Group and Kurt Otto, a private real estate investor A real estate investor is someone who actively or passively invests in real estate. An active investor may buy a property, make repairs and/or improvements to the property, and sell it later for a profit. and life-long martial arts This is a list of martial arts, broken down by region and style. African martial arts Eritrea
Mixed martial arts (MMA) is a combat sport in which a wide variety of fighting techniques are used, including striking and grappling. with the established team- and season-based approach found in America's most loved sports. IFL's teams consist of five fighters each, one in each major weight category, and are coached by legendary world champions. IFL's debut event, the "Legends Championship," featuring the initial four teams took place on April 29 and June 3, 2006 in Atlantic City Atlantic City, city (1990 pop. 37,986), Atlantic co., SE N.J., an Atlantic resort and convention center; settled c.1790, inc. 1854. Situated on Absecon Island, a barrier island 10 mi (16. at the Trump Taj Majal and was broadcast by Fox Sports Net (FSN (Full-Service Network) A communications network that provides shopping, movies on demand and access to databases and a variety of interactive services. ) in a series of three original taped telecasts in May and June 2006. Sponsors of the debut event included Suzuki (ATV (1) (Advanced TV) An early name for the digital TV standard proposed by the Advisory Committee on Advanced Television Service (ACATS). See ACATS. See also ATV Forum. (2) (Analog TV) Refers to the NTSC, PAL and SECAM analog TV standads. and motorcycle group), Microsoft's XBOX 360, Coca-Cola's Vault energy drink and Full Contact Fighter. IFL's next event, the "World Team Championship," is scheduled to be held over four dates this fall, beginning on September 9th in Portland, Oregon. Due to the success of IFL's debut event, FSN has agreed to increase their coverage from three to 10 hours for the IFL "World Team Championship" event. IFL is also planning to launch its first full season in 2007, featuring 11 events, beginning in the first quarter. Paligent formerly operated as a biotechnology company engaged in the development and commercialization of novel drugs with a product portfolio focused on infectious diseases infectious diseases: see communicable diseases. and oncology. During 2004 and 2005, the Company transferred all of its rights, title and interest in its two remaining biotechnology compounds, which until their out-licensing in 2000 had been under development for several years. Since 2001, Paligent has been engaged in seeking business opportunities to maximize value for its shareholders, including acquisitions of new operating businesses and technologies as well as potential merger opportunities. Nothing contained in this press release shall constitute an offer, or a solicitation of an offer, to sell any securities of the Company. Certain statements in this press release constitute "forward-looking statements" within the meaning 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, which generally can be identified by the use of such terms as "anticipate," "believe," "continue," "expect," "may," "should," or similar variations or the negative thereof. These forward looking statements involve risks and uncertainties, many of which are out of the Company's control and which may affect its future business plans. Factors that may affect the Company's future business plans include: (i) its ability to identify, complete and integrate an acquisition of an operating business or product, including the IFL acquisition; (ii) the viability of the Company's business strategy in connection with an acquisition and its ability to implement such strategy; (iii) its ability to secure financing for its current and potential future operations; and (iv) its ability to generate revenues sufficient to meet its operating costs operating costs npl → gastos mpl operacionales . Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. In addition, the Company's business, operations and financial conditions are subject to the risks, uncertainties and assumptions that are described in the Company's reports and statements filed from time to time with the Securities and Exchange Commission. Should one or more of those risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those discussed herein. |
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