A merger with Secure provides us with the cash necessary to pursue our business plans through 2008 and beyond, and with the prospect for public marketplace participation as we forge ahead. We have a great group of owners who have supported us as we developed our aVinci technology and took it to the marketplace, and now others will have the opportunity to participate
Draper, UT (Vocus) December 19, 2007
Sequoia Media Group, LC ("Sequoia") and Secure Alliance Holdings Corporation (OTC: SAHC.PK) ("Secure") announced on December 6, 2007 that they entered into a definitive Agreement and Plan of Merger ("Merger"). The Merger has been approved by the Board of Managers and the required number of Sequoia members. The Merger closing expressly requires the circulation of a Proxy Statement to Secure's stockholders and the affirmative vote of the holders of a majority of the outstanding shares of Secure. If approved, the subsidiary of Secure would merge into Sequoia which would continue as the surviving entity, and the business operations of Sequoia would become the operations of Secure.
Under the Merger each issued and outstanding Sequoia equity interest will automatically be converted into the right to receive approximately 0.581 shares of Secure common stock, calculated after a 1 for 3 reverse stock split of Secure's common stock contemplated to be effected prior to the Merger. Following the Merger, Sequoia's members will own approximately 80% of the issued and outstanding common stock of Secure. Secure currently trades on the Pink Sheets under the symbol "SAHC". Upon the successful completion of the Merger, Secure will file an application to be listed on the OTC Bulletin Board and will continue trading under the symbol "SAHC" until a name change and symbol change are finalized.
Subject to receipt of regulatory approval and prior to the closing of the Merger, Secure intends to form a wholly owned subsidiary and contribute to such subsidiary approximately $2.2 million in cash and certain other non-cash assets for the benefit of Secure stockholders as of a date prior to the Merger. It is expected that approximately $9.8 million in cash will remain in Secure following the Merger to allow Sequoia to pursue its business objectives.
"A merger with Secure provides us with the cash necessary to pursue our business plans through 2008 and beyond, and with the prospect for public marketplace participation as we forge ahead. We have a great group of owners who have supported us as we developed our aVinci technology and took it to the marketplace, and now others will have the opportunity to participate," acknowledged Chett B. Paulsen, President of Sequoia.
The President of Secure, Stephen P. Griggs stated, "during the year since the sale of the ATM business, we have carefully considered various opportunities available to Secure to build shareholder value, and we believe Sequoia with its innovative technology and contractual relationships has laid the groundwork to impact the digital media industry. By entering into the merger agreement with Sequoia, Secure's stockholders will have the chance to join with Sequoia as it works to change the way consumers use images."
More information regarding the Merger may be found in Secure's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6th, 2007.
About Sequoia Media Group, LC
Sequoia (http://www.sequoiamg.com), based in Draper, Utah, is revolutionizing the way life events and memories are shared and preserved. Sequoia developed the aVinci® Experience to simplify and automate the process of creating professional-quality multi-media products using personal photos and videos. Sequoia's patented technology delivers complete, refined products including DVD's, photo books, posters and other products - not a complicated software tool requiring time and training to generate finished products. Sequoia distributes products through leading retailers, photo websites and image service providers. For more information, visit http://www.avincimedia.com.
Sequoia Media Group • 11781 South Lone Peak Parkway, Ste 270 • Draper, Utah 84020
About Secure Alliance Holdings Corporation
Secure, formerly Tidel Technologies, Inc., completed the sale of its Cash Security business on October 2, 2006 and has had substantially no operations since that date.
Secure Alliance Holdings Corporation • 2900 Wilcrest Drive, Houston, Texas, 77042
Please note: This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 that represent the company's current expectations and beliefs, including, among other things, strategic initiatives. The forward-looking statements and related assumptions involve risks and uncertainties that could cause actual results and outcomes to differ materially from any forward-looking statements or views expressed herein.