What do y'all think about the news?
Tuesday November 10, 8:01 am Eastern Time
Company Press Release
SOURCE: International Industries, Inc.
International Industries Enters Into Letter of Intent to Acquire Country Star Restaurants, Inc.
BOCA RATON, Fla., Nov. 10 /PRNewswire/ -- International Industries, Inc. (OTC Bulletin Board: ININ - news) announced today that they have entered into a letter of intent to acquire a majority interest in Country Star Restaurants, Inc. (OTC Bulletin Board: KAFE - news), a Delaware corporation. Country Star Restaurants, Inc., currently owns and operates an 18,000+ square-foot country music theme restaurant located at the main ticket gate of Universal Studios Hollywood, California.
The letter of intent, which is subject to International Industries completing its due-diligence, between International Industries, Inc. and CEO and Majority shareholder Dan Rubin and Roy B. Rubin M.D., P.C. M.P.P. sets forth the principal terms and conditions whereby International Industries proposes to purchase 13,800,000 shares of the issued and outstanding shares of common stock of Country Star Restaurants, which represents approximately 53% of its outstanding shares and approximately $2,787,000 of Country Star Restaurants convertible debt and other liabilities. The proposed purchase price for the shares and debt is $3,500,000. Gary Schultheis, president of International Industries, would assume the position of C.E.O and take a seat on Country Stars' board of directors.
During 1997, Country Star had revenues of approximately $3,318,000 from Country Star Hollywood restaurant. Currently, Country Star assets are appraised at $5,300,000, and the tax loss carry forward is in excess of $40,000,000. Country Star currently employs 90 people. Two popular and well- known restaurants of this genre are Planet Hollywood(R) and Hard Rock Cafe(R), both of which combine an entertainment component with a casual dining atmosphere. Aside from enhancing the dining experience, the entertainment component also provides an additional revenue stream, predominantly from merchandise sales. Country Stars' principal offices are located at 4929 Wilshire Boulevard, Suite 428, Los Angeles, California 90010.
Management of International Industries stated, ''We feel that this purchase should substantially increase our revenues and assets and fits perfectly into our growth strategy of enhancing shareholder value through acquisitions. We are very pleased with the prospects this presents for our future. We believe that this acquisition is just the beginning of our overall diversified growth plan.''
The Closing will be subject to the following conditions, among others:
a. Execution of a definitive Stock and Debt Purchase Agreement approved by both parties containing the usual and customary warranties, representations, covenants and conditions.
b. Accuracy of representations and warranties at Closing;
c. Compliance with or waiver of covenants and conditions pending Closing;
d. Satisfactory completion by International Industries of all operational, business, financial, tax, accounting, and legal due diligence;
e. Absence of any material adverse change in the business, financial condition, operations, prospects, or regulatory requirements affecting the business of Country Star.
International Industries, through its majority-owned subsidiary Mr. Cigar, Inc., franchises the ''Mr. Cigar'' fully automated vending humidors, which dispense mass-market and premium cigars. The automated humidors hold up to 200 cigars ranging in price from $2 (mass-market) cigars to $35 (premium), keeping them perfectly humidified until purchased. International Industries has published a new website at www.stogies-online.com for online ordering and marketing of their products.
Cautionary Statement Concerning Forward-Looking Information
Forward-looking statements contained herein (as well as statements made in oral presentations or other written statements made by the Company) are made pursuant to the ''Safe Harbor'' provisions of the Private Securities Litigation Reform Act of 1995 and represent management's expectations or beliefs concerning future events, including anticipated operating results, revenue growth, capital spending requirements, potential future acquisitions and the effects of regulation and competition. There are certain important factors that could cause results to differ materially from those anticipated by some of the statements made herein. The factors, amongst others, that could cause actual results to differ materially include: non-completion of a definitive letter of intent and subsequent merger, consumer spending and debt levels, interest rate fluctuations, seasonal variations in consumer purchasing activities, increases in outbound shipping costs, competition in the retail and direct marketing industries, competitive pressure on sales and pricing, the ability of the Company to manage growth and expansion, changes in the regulatory framework affecting the Company, and other costs which cannot be recovered through improved pricing, the identification and availability of potential acquisition targets at prices favorable to the Company and the other matters. Investors are cautioned that all forward-looking statements involve a high degree of risk and uncertainty.
This material was prepared and disseminated by The Hawke Group, Inc. (''Hawke'') for the Company discussed herein, based upon Company supplied information or other sources believed to be reliable. The information is not guaranteed by Hawke for accuracy or to be all inclusive. Forward-looking statements in this release are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties and actual results could differ from those discussed. This material is information only and is not an offer or solicitation to buy or sell the securities. Hawke, its affiliates, and/or its officers, directors and employees may from time to time have a position in these securities. The Hawke Group has been compensated by the Company.
SOURCE: International Industries, Inc. |
