New World Brands, Inc. (OTCBB:NWBD) has signed an agreement to acquire all of the assets of Qualmax, Inc., including its operating subsidiaries. Qualmax is a specialized IT business solutions provider, communications equipment manufacturer, and research and development company focused on the deployment of best of breed VoIP (or voice over internet protocol) networks, virtual private networks, wireless connectivity, direct call traffic routing and custom billing applications.
In consideration for the acquisition of the Qualmax assets, New World Brands will assume the Qualmax liabilities and will issue to Qualmax at least 251,723,634 shares of NWBD common stock, plus an additional number of shares to be determined on the date of closing pursuant to the terms of the Asset Purchase Agreement. Following consummation of the transaction, Qualmax will own approximately 86% of New World Brand's issued and outstanding common stock.
Immediately prior to this acquisition, New World Brands will sell all of the shares of its operating subsidiary, International Importers, Inc., the entity through which New World Brands conducts all of its current operations. These shares will be sold to an entity created by Dr. Selvin Passen, Chairman of the Board and principal shareholder of New World Brands.
Commenting on these transactions, Dr. Passen stated, "We believe that the acquisition of Qualmax, and change in business focus, will provide a greater opportunity for our shareholders to realize a return on their investment."
The stock sale of International Importers is a condition to the asset purchase of Qualmax. The completion of the stock sale and asset purchase are subject to the satisfaction of several conditions. These conditions include, but are not limited to, the issuance of an independent fairness opinion, approval of the stockholders of New World Brands to an increase in the company's authorized capital and amendments to the company's certificate of incorporation and bylaws.
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 that are based upon current expectations or beliefs, as well as a number of assumptions about future events. Although we believe that the expectations and assumptions upon which they are based are reasonable, we can give no assurance that such expectations and assumptions will prove to have been correct. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties, including without limitation, successful implementation of our business strategy and competition, any of which may cause actual results to differ materially from those described in the statements. We undertake no obligation and do not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Many factors could cause actual results to differ materially from our forward-looking statements.