Jetronic Industries Acquires New Bastion Development, Inc. |
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By: Jetronic Industries, Inc. Posted: 2009-01-06 05:01:00 |
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Jetronic Industries, Inc. ("Jetronic") (Pink Sheets: JETO) announced today that it has acquired New Bastion Development, Inc. ("New Bastion") as its wholly owned subsidiary.
On December 29, 2008, pursuant to a share exchange transaction, Jetronic acquired all of the outstanding common stock of New Bastion. The aggregate consideration for the acquisition consisted solely of Jetronic common stock. As a result of the acquisition, the capitalization of Jetronic is now 19,180,253 shares of common stock outstanding, of which Jetronic's shareholders retain approximately 9,677,834 shares of common stock, and New Bastion's shareholders retain approximately 9,502,419 shares of common stock. Also, New Bastion canceled all of the 15,750,000 shares of Jetronic common stock that was previously issued to New Bastion by Jetronic. New Bastion's shareholders holding the 880 shares of Series A Convertible Preferred Stock shall retain such shares until such time that Jetronic's capital structure will enable it to issue 880 shares of comparable preferred stock. This transaction was structured to qualify as a tax-free exchange under Section 368 of the Internal Revenue Code of 1986, as amended. Also, on December 29, 2008, Jetronic appointed Elliot Bellen to its board of directors and as its chief executive officer, effective at that time. In connection with this transaction, Jetronic intends to change its name to New Bastion Development, Inc. in the near future to better reflect its business activities. New Bastion (www.newbastiondevelopment.com) is a development stage company that was formed for the purpose of exploiting local real estate opportunities in the Panama City Beach/Marianna, Florida area where a new international airport is being built on 4,000 acres of land donated by the St. Joe Company. Construction of the new airport is currently three months ahead of schedule (www.newpcairport.com) and is expected to be operational by May 2010. It is anticipated that the new airport will create a significant number of jobs and economic opportunity in the region. Forward-Looking Statements: The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made on behalf of the Company and its subsidiaries. All such forward-looking statements are, by necessity, only estimates of future results and actual results achieved by the Company may differ materially from these statements due to any number of factors. Any forward-looking statements speak only as of the date made. Statements made in this document that are not purely historical are forward-looking statements, including any statements as to beliefs, plans, expectations, or intentions regarding the future. The Company assumes no obligations to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements. Potential investors should independently investigate and fully understand all risks before making investment decisions. |
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