TEMECULA, CA, Jan 18, 2007 (MARKET WIRE via COMTEX) -- Franchise Capital
Corporation (PINKSHEETS: FCCN) today announced that it has reached a definitive
agreement with Aero Exhaust, Inc., a world leader in performance exhaust airflow
technology, under which Franchise Capital Corporation is expected to exchange up
to 95% of its total capital stock in exchange for all of Aero Exhaust's issued
and outstanding shares.
The execution of the definitive agreement has been disclosed in a Current Report
on Form 8-K filed with the Securities and Exchange Commission.
"We are pleased to have reached this definitive agreement with Aero Exhaust and
look forward to completing the acquisition, which is expected to occur in the
second quarter of this year," stated Steven R. Peacock, chief executive officer
of Franchise Capital Corporation. "There is still much work to be done to close
this transaction, but we now have a solid framework, and both companies are
committed to what we believe to be an effective strategy to introduce Aero
Exhaust to the public markets. We anticipate discussing additional details of
the transaction in the coming days and weeks as the acquisition moves forward."
In conjunction with executing the definitive agreement, Franchise Capital has
agreed to provide a revolving commercial loan to Aero Exhaust in the amount of
$1,500,000. The loan bears interest at the prime rate and is due and payable in
18 months. Notwithstanding the payment terms, the loan and any accrued interest
are convertible into Aero Exhaust common stock at the time the share exchange
closes.
"Reaching a definitive agreement with Franchise Capital represents a great
opportunity for our shareholders," commented Bryan Hunsaker, CEO of Aero
Exhaust, Inc. "We believe that our marketing partnerships will represent a
significant value for Franchise Capital's shareholders, and the revolving line
of credit, made available as part of this agreement, will assist us in managing
our accelerated growth. We are anxious to move towards closing this transaction
as quickly as possible and appreciate the dedication and enthusiasm of Franchise
Capital's management and shareholders."
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About Aero Exhaust:
Aero Exhaust is a world leader in performance exhaust airflow technology,
manufacturing and distributing the most technologically advanced muffler on the
market. Its product lines are built to the highest industry standards and offer
the consumer a lifetime warranty. Aero Exhaust has been issued U.S. and
Australian patents on its innovations and development in the exhaust industry,
and its mufflers are available worldwide through major retailers, mass merchant
centers, automotive aftermarket supply stores and wholesalers. Aero Exhaust
mufflers are an exclusive National Association for Stock Car Auto Racing
(NASCAR) Performance product and carry the prestigious NASCAR brand on product,
packaging and related media. NASCAR legend Rusty Wallace is the official
spokesperson for Aero Exhaust products. Additional information on Aero Exhaust's
products, race team, and motorsports ventures can be found on its corporate web
site, www.aeroexhaust.com.
Safe Harbor Statement: The statements in this release that relate to future
plans, expectations, events, performance and the like are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 and the Securities Exchange Act of 1934. Actual results or events could
differ materially from those described in the forward-looking statements due to
a variety of factors, including the lack of funding, inability to complete
required SEC filings, and others set forth in the Company's report on Form
10-K/A for fiscal year 2005 filed with the Securities and Exchange Commission.
CONTACT:
Gemini Financial Communications, Inc.
A. Beyer
951-587-8072
Contact via marketwire.com
SOURCE: Franchise Capital Corporation |
