The Company has never stopped doing business during negotiations and has other merger and acquisitions in its sights.
West Orange, NJ (PRWEB) December 7, 2008
BIH Corporation, (PINKSHEETS: BIHC) ("the Company") announced today it has terminated negotiations for the proposed sale of its Baron International subsidiary. Based on lengthy negotiations between an unsolicited suitor, it became apparent to BIH Corporation and its Board of Directors that the proposed sale could not be completed within the price and term guidelines acceptable to the Company.
Further, it also became apparent to the Company and its Board that a re-negotiated higher purchase price (Based on a significant increase in Baron's revenues and client base) from the initial offer by the proposed purchaser would not be acceptable to the Company.
Management and the Board of Directors of BIH Corporation also concluded that the likelihood of the prospective purchaser successfully navigating the current credit markets (of which was a partial condition for the funding of a higher sales price) and likely success were marginal at best.
BIH Corporation, in consultation with external legal and financial advisors, determined that terminating the negotiations brings the most certain value to BIH Corporations shareholders as the Company will retain a well established and valuable asset in Baron. BIH Corporation will still pay its shareholders a dividend as previously announced by the end of this calendar year regardless of the termination of negotiations for the sale of its Baron International subsidiary. The scope of the dividend will be determined by a special meeting of the Company's Board and external advisors on Tuesday December 9, 2008 and announced shortly there after.
BIH Corporation's Board has also increased its authorized shares to 700 Million as a cushion for certain on going actions that will be announced as they may occur. The Company has not altered its outstanding share structure.
Cris Galo, Chief Executive Officer & President of BIH Corporation commented, "We are extremely disappointed that the Company was unable to complete the sale of Baron even though it was never the Company's intent to sell, however we would have been derelict in our management responsibilities if we did not explore and attempt to maximize shareholder value and act in the Company's best interest of the offer. Our decision to terminate negotiations were based on several factors including but not limited to the current economic environment for credit, overall net proceeds from the sale, taxation consequences, the potential acquirer's access to funds and or funding for an all cash purchase and Baron's bright future as an ongoing successful 26 year old entity. We felt in the end that Baron was more valuable to the Company as an asset opposed to a one time windfall."
Mr. Galo also stated, "The Company has never stopped doing business during negotiations and has other merger and acquisitions in its sights."
This press release does not constitute an offer of any securities for sale. This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ, including, without limitation, the company's limited operating history and history of losses, the inability to successfully obtain further funding, the inability to raise capital on terms acceptable to the company, the inability to compete effectively in the marketplace, the inability to complete the proposed acquisition and such other risks that could cause the actual results to differ materially from those contained in the company's projections or forward-looking statements. All forward-looking statements in this press release are based on information available to the company as of the date hereof, and the company undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.