Mach One Corporation (Pink Sheets: MNCN), a global health company that develops biotechnology based solutions that produce positive, long term benefit to the agricultural and consumer markets, announced today that it has signed a definitive agreement to acquire Ceres Organic Harvest, Inc. an organic grain and grain-based company that supplies ingredients to the food, feed and dairy industries.
Under the terms of the agreement, Mach One will acquire 100% of the stock of Ceres for $8 million in a combination of stock and convertible debentures. 50% of the purchase price will be paid in common stock of Mach One with a valuation set at 50 cents per share with the remaining 50% of the purchase price taken by Ceres shareholders in the form of preferred convertible securities with a conversion price of 50 cents per share.
The purchase price will be funded out of available authorized shares and the transaction is not subject to financing conditions. The Company presently anticipates that the closing will occur in late February 2009.
Monte Tobin, CEO of Mach One Corporation commented, "This combination of resources and personnel between Mach One and Ceres Organic Harvest, Inc. will position us to capitalize on the work Ceres has done over the years in delivering high quality animal feed products. We in turn are excited to bring to Ceres the part of our technology that pertains to supplements and additives with the goal of delivering tremendous advancement in animal nutrition."
About Ceres Organic Harvest, Inc.
Ceres Organic Harvest, Inc. and its subsidiary Organic Grain and Milling, Inc. supply organic grain and grain-based ingredients to the food, feed and dairy industries, including varieties of wheat, flour, oats, corn, flax, barley and other products. Ceres is currently launching a number of oat-based products using a proprietary oat cultivar with substantially higher fiber and beta-glucan content. Ceres/OGM operates a grain elevator in North Dakota, with corporate offices in St. Paul, Minnesota. More info: http://www.ceresorganic.com.
About Mach One Corporation:
Mach One Corporation ( www.machonecorp.com) is a global health company that provides biotechnology based solutions to help address one of the world's most pressing and costly needs--positive, long-term health and longevity benefits for disease-threatened animals of large commercial operations. Mach One provides colostrum replacement, broad spectrum immunoglobulin and Nutraceutical products that offer a new level of cost effectiveness, improved health and ease of treatment--with an initial focus on the dairy industry. Mach One intends to fully leverage the potential of its breakthrough hyper-immunity technologies--breakthroughs that one day will also include consumer applications.
Cautionary Statement: This news release may include certain "Forward-looking statements" within the meaning of Section 21E of the United States Securities Exchange Act, as amended. All statements, other than statements of historical fact, included in this release are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. This notice expressly qualifies all forward-looking statements in this release.