Ventures-National Inc. d.b.a. Titan General Holdings Announces Acquisition of Oblio Telecom, Inc., a Prepaid Telephone Products Distributor; Oblio Telecom, Inc. Becomes Wholly Owned Subsidiary of Ventures-National Inc.
FREMONT, Calif. -- Ventures-National Inc. d.b.a. Titan General Holdings Inc. ("Titan") (OTCBB OTCBB
See OTC Bulletin Board (OTCBB). :TTGH TTGH Titan General Holdings, Inc.
TTGH Time To Go Home
TTGH Time to Get Hammered ) announced that today Titan acquired 100% of the outstanding common stock of Oblio Telecom, Inc., from Farwell Equity Partners, LLC (Logical Link Control) See "LANs" under data link protocol.
LLC - Logical Link Control , a Delaware limited liability company ("Farwell"), its affiliate. David Marks David Mark is the President of the Senate of Nigeria. He is a member of the People's Democratic Party (PDP)
• • [ , Titan's Chairman, is the managing member of Farwell.
Oblio is engaged in the creation, marketing, and distribution of prepaid telephone products for the wire line and wireless markets and other related activities. For the fiscal years ended December 31, 2004 and 2003, Oblio generated revenues of approximately $146,873,000 and $163,662,000, respectively. Its net income for those periods was $10,588,567 and $13,625,408, respectively.
On July 29, 2005, Titan and Farwell announced it entered into a material agreement ("Agreement") with Oblio Telecom, Inc., a wholly owned subsidiary Wholly Owned Subsidiary
A subsidiary whose parent company owns 100% of its common stock.
In other words, the parent company owns the company outright and there are no minority owners. of Farwell, and Oblio Telecom L.L.P., a Texas limited liability partnership ("Oblio"), and Sammy Jibrin and Radu Achiriloaie, ("Sellers") the sole owners of Oblio. The Agreement provided for the acquisition by Oblio Telecom, Inc.'s of substantially all of Oblio's assets for total consideration of $30,500,000 and other material conditions summarized as follows:
1. $19,000,000 in cash less closing adjustments.
2. $2,500,000 in note financing to the Sellers.
3. $9,000,000 in Oblio's 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. issued to the Sellers and convertible into Titan's Common stock at $1.50 per share with a term of three years.
4. Issuance to the Sellers of 375,000 common shares of Titan.
5. The Sellers' completion of multi year employment agreements which provide, among other things, for bonuses based on performance and standard non-compete provisions.
Farwell formed and funded Oblio Telecom, Inc., with its own capital. Its paid in capital is now consolidated into Titan's shareholder equity. Farwell substantially financed the transaction with acquisition financing and financing for ongoing business needs from CapitalSource Finance LLC, ("Capital Source"), www.capitalsource.com, in the total amount of $26,400,000.
Titan lacked the financial wherewithal where·with·al
The necessary means, especially financial means: didn't have the wherewithal to survive an economic downturn.
Wherewith. to complete this acquisition on its own. An integral part of the transaction between Oblio Telecom, Inc. and Capital Source was delivery by Farwell to Capital Source of securities it owns with a current market value as of August 10, 2005 of $12.6m as collateral. Until and unless the related CapitalSource financing is repaid, Farwell's securities are collaterally at risk.
The Agreement provided for Titan's acquisition of 100% of the outstanding stock of Oblio Telecom, Inc. on the following terms:
1. Issuance by Titan of 500,000 common shares to Kurt Jensen, its consultant in connection with the transaction.
2. Pledge as additional collateral of 1,250,000 common shares of Titan to an affiliate of Capital Source.
3. Issuance by Titan of 125,000 common shares to Capital Solutions Group, LLC, Oblio's financing adviser.
4. Issuance by Titan to Farwell of 66,000,000 common shares.
After the closing, Titan had approximately 102,000,000 common shares outstanding. Of this total, approximately 86,000,000 are either owned by or under the control of Farwell, David Marks, or their affiliates and all such common shares are subject to various restrictions which preclude open market sales.
In connection with this transaction, the Board of Directors of Titan retained VFinance Investments Inc. ("VFinance") to provide a fairness opinion Fairness Opinion
A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition.
A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. given the related nature of the principals of Titan and Farwell. According to according to
1. As stated or indicated by; on the authority of: according to historians.
2. In keeping with: according to instructions.
3. VFinance Investments, Inc., the consideration paid to Farwell was within the range of VFinance's observations. VFinance's analysis considered the enterprise value obtained by Titan and the loans made to Oblio Telecom, Inc. but collateralized in part by Farwell. VFinance's report is an exhibit to Titan's 8-k.
"Frank Crivello and I are shareholders of Titan. We worked hard for many months to find the right strategic acquisition for Titan that fits synergistically syn·er·gis·tic
1. Of or relating to synergy: a synergistic effect.
2. Producing or capable of producing synergy: synergistic drugs.
3. , reflects a solid value for our shareholders, and provides Titan with greater scale. The Oblio acquisition achieves all of these goals. Capital Source is a smart and reasonable financing partner. On behalf of all of Titan's shareholders, we thank them for their support and this financing. As Titan now has scale, we are exploring other equity financing Equity Financing
The act of raising money for company activities by selling common or preferred stock to individual or institutional investors. In return for the money paid, shareholders receive ownership interests in the corporation. opportunities and options to list Titan on a major exchange," said David Marks, Titan chairman.
"Sammy Jibrin and Radu Achiriloaie, Oblio's owners, have been highly successful and have agreed to continue with the new Titan subsidiary in similar roles. We have great respect for this management team. With strategic and capital support, this team is uniquely qualified to grow the Oblio unit organically and through acquisitions," said Frank Crivello, Farwell's member.
"Radu and I are excited to work with the entire Titan team. While Radu and I have enjoyed great success building Oblio over the last nine years, we concluded that our business had grown to a scale that it required specialized management and organization. As well, to continue our growth, a publicly traded company publicly traded company
A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market. provides the right platform to support M&A and organic growth. We and our Titan team will continue to build Oblio," said Sammy Jibrin, 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. Oblio Telecom, Inc.
About Ventures National Inc. d.b.a. Titan General Holdings Inc. ("TTGH"): TTGH, www.titanpcb.com, operates through three divisions -- Oblio Telecom, Inc., Titan PCB PCB: see polychlorinated biphenyl.
in full polychlorinated biphenyl
Any of a class of highly stable organic compounds prepared by the reaction of chlorine with biphenyl, a two-ring compound. East, Inc. and Titan PCB West, Inc., (collectively, "Titan PCB"). Oblio is engaged in the creation, marketing, and distribution of prepaid telephone products for the wire line and wireless markets and other related activities. Titan PCB is a printed circuit board manufacturer providing competitively priced time-sensitive, quality products to the commercial and military electronics markets. Titan PCB offers high layer count, fine line production of rigid, rigid-flex and flex PCBs. Titan PCB targets quick turn and standard delivery needs from prototype, pre-production through production, using various standard and advanced materials Advanced Materials is a leading peer-reviewed materials science journal published every two weeks. Advanced Materials includes Communications, Reviews, and Feature Articles from the cutting edge of materials science, including topics in chemistry, physics, . Titan PCB combines the strengths of its design for manufacturing (DFM DFM Design for Manufacturing (newsletter)
DFM Design for Manufacturability
DFM Dubai Financial Market
DFM Delphi Form (computer filename extension)
DFM Distinguished Flying Medal
DFM Diesel Fuel Marine ), repetitive quality and supportive customer service with an extremely cost effective pricing structure. With this competitive edge, Titan PCB is not only a reliable resource for all printed circuit board requirements but also a technical source unmatched in today's PCB supply chain.
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. Statement Under the Private Securities 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. Act of 1995 - With the exception of historical information, the matters discussed in this press release 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. that involve a number of risks and uncertainties. The actual future results of TTGH could differ significantly from those statements. Factors that could cause actual results to differ materially include risks and uncertainties such as the inability to finance the company's operations or expansion, inability to hire and retain qualified personnel, changes in the general economic climate, including rising interest rate and unanticipated events such as terrorist activities. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such statements should not be regarded as a representation by the Company, or any other person, that such forward-looking statements will be achieved. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on such forward-looking statements. For further risk factors see the risk factors associated with our Company, review our SEC filings.