VIASPACE Completes Acquisition of Inter-Pacific Arts
--Increases Ownership of VIASPACE Green Energy to 75.6% --Former Controlling Shareholder of Inter-Pacific Arts Joins VIASPACE Board of Directors
IRVINE, Calif., May 18, 2010 /PRNewswire via COMTEX/ -- VIASPACE Inc. (OTC Bulletin Board: VSPC), a clean energy company growing Giant King(TM) Grass as a low-carbon, renewable energy crop, today announced the completion of the acquisition of Inter-Pacific Arts (IPA), a subsidiary of VIASPACE Green Energy (VGE). The acquisition was approved by the VIASPACE board of directors at a meeting on May 13, 2010, and documents were signed on May 14, 2010.
VIASPACE Chief Executive Dr. Carl Kukkonen stated: "We are pleased to bring the acquisition to completion. With the acquisition behind us, we can increase focus on expanding the Giant King Grass business as well as IPA's framed art business. I am also looking forward to providing updates on our renewable energy business, including progress with Giant King Grass plantings, crop status, our first energy product for the biomass market, and the status of our discussions and negotiations with potential customers."
Under terms of the acquisition, which involved an exchange of shares, VIASPACE issued 241,667,000 shares of newly issued common stock of VIASPACE to Mr. Sung Hsien Chang, the former controlling shareholder of IPA and a VGE shareholder; his family members; and a company controlled by Chang. In exchange, VIASPACE received VGE common stock and now holds 6,506,000 shares, or 75.6%, of VGE's outstanding common stock. Chang controls 4.7% of VGE's outstanding common stock, with the remaining VGE stock held by unaffiliated shareholders. Chang also received one share of VIASPACE Series A preferred stock that gives him 50.1% of common stock voting rights subject to cancellation when certain conditions are met.
Also under terms of the acquisition, Chang has been appointed to the board of directors of VIASPACE and may designate up to two appointees to the board. As board member Mr. Amjad Abdallat resigned from the board effective May 14, 2010, the board currently remains at five directors, of which three are independent, outside directors.
Included in the acquisition terms, the $4.8 million plus interest note, issued in 2008 by VIASPACE to Chang, has been converted to a $5.3 million five-year note at 6% annual interest payable in five equal annual payments. The new principal amount of $5.3 million represents the original $4.8 million plus interest accrued through May 14, 2010.
VIASPACE will continue to manage its renewable energy and IPA operations through VGE. Dr. Carl Kukkonen will continue to serve as chief executive of VIASPACE and VGE, Mr. Stephen Muzi will continue to serve as chief financial officer of both companies, and Chang will continue as president of VGE.
The parties entered into additional agreements addressing security and pledges for the promissory note, registration rights, employment agreements and other items. Details of these agreements, the terms mentioned in this release, and other information are included in the Company's Form 8-K filed on May 18, 2010, with the U.S. Securities and Exchange Commission. |
