(BSNS WIRE) AmeriResource Announces Merger Agreement
AmeriResource Announces Merger Agreement
Business Editors
OVERLAND PARK, Kan., and DES PLAINES, Ill.--(BUSINESS WIRE)--Dec.
28, 1999--AmeriResource Technologies, Inc. (OTCBB: ARET), Crestwood
Villas, Inc., Crestwood Management Company, Inc. (Crestwood), and
Magnolia Manors, Inc. et al., (Magnolia) jointly announced today that
AmeriResource Technologies, Inc., has singned a definitive agreement
to merge the three companies into ARET, subject to final due diligence
by all companies. The terms of the transaction will be announced once
all the parties complete due diligence period.
The acquisitions, which are expected to be completed on or before
January 23, 2000, positions ARET to become a national leader in
developing residential style Assisted Care Living Facilities.
Upon completion of the merger, Crestwood will operate as a wholly
owned subsidiary of the parent company, AmeriResource Technologies,
Inc. Magnolia Manors, Inc. et al., and Crestwood Management Company,
Inc. will operate as wholly owned subsidiaries of Crestwood Villas,
Inc.
Delmar A. Janovec, Chairman and CEO of AmeriResource
Technologies, Inc., Lisa E. Moressi, Chairman and President of
Crestwood Management Company, Inc., together made the announcement. J.
Dello & Associates, Ltd., located in Hoffman Estates, Illinois, acted
as the investment banker on the merger transaction.
Delmar A. Janovec, Chairman and CEO of AmeriResource
Technologies, Inc. stated, "This is a major step in returning the
Company back to its foundational roots as a Native American minority
construction company capable of completing construction projects on a
national basis. The Company will immediately assume a national
leadership role in delivering senior citizen Assisted Care Living
Facilities (ACLF) to rural markets. Our ACLF product is designed to
serve up to 16 people per facility. As a general rule, Crestwood and
Magnolia generally purchased enought land to accommodate 2 or more
facilities, in a cluster format, per location. Our residential style
product design is in heavy demand at this time and we have
strategically positioned our Company to be a national leader in
delivering this residential style assisted care product to secondary
markets across the United States. The acquisitions allow the Company
to complete part of a vertically integrated acquisition plan and allow
the Company to be self-reliant in its future business plan. Our new
management team has been major players in prior national rollouts of
this nature. This possible shareholder value and build a strong asset
base to support our stock value for both our short and long range
business plan.
Regarding Crestwood Management Company, Inc. and Mr. Wilson, Mr.
Janovec stated, "Mr. Wilson has an exceptional background in major
developmental projects such as the one the Company is undertaking. Mr.
Wilson, who is an attorney, brings years of legal and executive
experience to the Company with major NYSE list companies, such as
Marriott (NYSE: MAR) and La Quinta. Mr. Wilson's twenty-five years of
senior management experience includes, over 400 hospitality
development project rollouts for both companies, throughout the United
States. He brings a wealth of experience and top-level contacts to the
Company that will be a major benefit in the near future. Besides
heading the development division responsible for all site selection
and development coordination, Mr. Wilson's company brings extensive
experience in hospitality management which is a critical piece of any
national rollout of this size."
George Wilson, President of Crestwood Management Company, Inc.
stated "The opportunity to be a immediate national leader in providing
the highest quality senior citizen retirement lifestyle is a
tremendous honor for the Company. At this time, the Company is ideally
positioned to acquire a sizable national share of the exploding senior
services retirement lifestyle market. Our product has few, if any,
competitors and we are positioned to deliver 204 newly constructed
residential style 16 bed units over the next 36 months. Our recent
acquisition of Magnolia, which is a regional leader in Alabama since
1996, provides us with 21 existing facilities in the Southeast market,
plus additional sites for 8 new facilities on existing land owned by
Magnolia. Our business plan is very simple. We desire to combine our
Magnolia product and our Crestwood product to service a huge
unfulfilled demand at this time for senior assisted care living
facilities. With Magnolia (www.magnoliamanors.com) presently have 336
beds in our 21 facilities. Our present annual revenues are in excess
of $4,750,000 and our assets exceed $26,000,000. Our growth plan has
two priorities. First, implement our national development program of
building 3,264 more beds over the next thirty-six months. Second, find
additional existing acquisition candidates that meet our product mold
for providing senior citizens the highest quality assisted care
retirement lifestyles available, acquire them and convert them to our
management system and our product delivery system. Once we complete
our growth cycle, our annual revenues, in present value terms, is
forecasted to exceed $76,000,000. The senior service retirement market
is a very stable, low risk market. The Company feels this acquisition
will provide our investors a solid company in a very stable and
predictable market, which also happens to be experiencing
unprecedented growth."
Regarding Crestwood Villas, Inc., Mr. Janovec stated, "The
acquisition of Crestwood Villas is a critical part of our master
acquisition plan to become a major player in providing both, single
and multiple site senior citizen Assisted Care Living Facilities, both
in rural and major metropolitan areas. The Crestwood Villas
acquisition included the assignment of the rights to a syndicated
construction financing program, which will allow the Company to
immediately proceed to develop $255,000,000 in new ACLF facilities
over the next 36 months and all related construction contracts.
Additionally, the acquisition included the assignment of the
rights to participate in major joint venture construction and
ownership projects, including full service senior lifestyle
communities and major hotel projects, which are under negotiation in
markets such as Palm Springs, California and numerous East Coast
locations. The acquisition of Crestwood Villas allowed us to join the
ranks of the major real estate players with construction financing and
a complete construction delivery program.
Mr. Janovec, Chairman and CEO of AmeriResource Technologies,
Inc.. stated, "Our goal has been to provide our shareholders with the
best possible acquisitions to complete our stated business plan to
return to the construction field as a major Native American minority
construction player. These recent acquisitions have positioned the
Company to do just that. These acquisitions will enable the Company to
obtain the necessary bonding capacity to complete major construction
projects, on an immediate basis, across the United States. This
represents another major step in the Company's long range business
plan and provides our shareholders with a portfolio of solid real
assets to back their investment. I am looking forward to the year 2000
as being a great year forth Company and allowing our shareholders to
realize tremendous value for their continued patience."
The acquisitions, which are expected to be the first in a series
of strategic moves by the Company, and will enhance the management
team with personnel of proven experience and allow the Company to
assume a new direction.
Statements in this press release, including "forward-looking
statements" that include rise and uncertainties. The forward-looking
statements in this press release are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Actual results may differ materially due to a variety of factors,
including without limitation the Company's ability to produce and
market certain products and/or services and other risks detailed from
time to time in the Company's reports filed with the Securities and
Exchange Commission.
--30--bpm/cgo*
CONTACT: AmeriResource Technologies, Inc.
Delmar E. Janovec, 913/341-2738
Fax: 413/487-3140
KEYWORD: KANSAS ALABAMA ILLINOIS CALIFORNIA
INDUSTRY KEYWORD: REAL ESTATE BUILDING/CONSTRUCTION MERGERS/ACQ
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