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A Definitive Agreement has been signed .... New Reverse Merger Here is this News Release ... Monday February 23, 11:01 am Eastern Time Company Press Release CNH Holdings enters into agreement to acquire Rod's Well Service HOUSTON--(BUSINESS WIRE)--Feb. 23, 1998--The company announced today that it has entered into a definitive agreement to acquire Rod's Well Service Inc., a Texas-based oil producing company. Rod's operates 70 oil wells in the East Texas Field, and has production of approximately 7,000 barrels of oil per month. The acquisition brings both substantial assets and revenues to the company. Rod's also presently owns a 28% interest in a saltwater and drilling mud disposal facility located near Laird Hill, Texas, into which in excess of 60,000 barrels of fluids are being disposed monthly. Presently, these two operations are generating a gross annual income of approximately $1.8 million. Additionally, facilities are being surveyed in the Texas Gulf Coast area for the purpose of Rod's acquiring a downhole oil field waste disposal installation. In addition to these operations, Rod's operates, for a joint venture, in which Rod's participates, an oil field waste disposal company, whose current operations include a drilling mud disposal facility in Anahuac, Texas, a NORM (Naturally Occurring Radioactive Materials) cleanup contract in Freer, Texas, and a waste cleanup contract with the Port of Houston. The Anahuac operation consists primarily of the disposal of drilling mud from five offshore drilling rigs located in the Gulf of Mexico. Two additional dock sites will be opened within the next three months in Matagorda, Texas, and West Galveston Bay, Texas, from which four additional offshore drilling rigs will be serviced. In addition to mud disposal, the company services and cleans barges, and provides maintenance services to several of the offshore drilling rigs. Numerous additional other contracts and services are presently being contemplated by the company, both in onshore and offshore areas. The offshore activity potential appears to be particularly high, as there are currently 128 offshore rigs active in the Gulf of Mexico. This affiliated company also has just entered into a joint venture agreement with a company for the purpose of cleaning environmentally unsafe sites and facilities by use of a machine which is capable of performing these operations more efficiently and at a lower cost than other processes that are currently available. These machines are in operation, and their use has been endorsed by a number of corporations. Currently, this division is producing a cash flow of approximately $5.0 million dollars per year, with expectations of a substantial increase when the joint venture is fully operational. The combined assets of CNH Holdings exceed $4.0 and at the present rate, revenues for 1998 will be in the $7.0 million to $8.0 million range. The major operations of CNH Holdings company will be in Kilgore, Texas, with subsidiary offices in Anahuac, Texas and Deanville, Texas. The acquisition will be accomplished through an exchange of CNH Holdings common and preferred shares for 100% of the outstanding shares of Rod's Well Service, Inc. Due to the acquisition a change in control of CNH Holdings will take place and new members will be added to the board of directors. The transaction is in the process of closing and will be completed within the next week. It is expected that additional news will be made available as soon as further developments are finalized. ------------------------------------------------------------------------ Contact: CNH Holdings Inc. Gerald Pybas, 903/984-6425 | ||||||||||||||
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