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Urban AG Corp. Announces Criteria For Acquisitions
By: PR Newswire
Jan. 9, 2013 02:00 AM
NORTH ANDOVER, Mass., Jan. 9, 2013 /PRNewswire/ -- Urban AG Corp. (OTCQB: AQUM) (the "Company"), announced today that the Company has initiated its "acquisition model" for future potential acquisitions. The announcement was made by Chairman of the Board Marshall Sterman, who described the model in the following letter to shareholders:
Thoughts from Our Chairman:
I would like to have our shareholders, and those potential investors who will take the time to do their own due diligence, understand and hopefully appreciate our investment rationale, as well as those guiding principles that we trust will enable us to build a successful public company.
In Urban AG (AQUM), we believe that there is a significant and growing market in several areas under the general heading of construction infrastructure; these can be remediation projects as simple as asbestos abatement or brownfields cleanup, or the deconstruction of oil rigs and other work platforms. Also we have capability of being enablers of major field work for telecommunications and other technology activities. There are untold small companies serving this market who have an opportunity to grow substantially if given the money and in some cases guidance to exploit this potential. We are uniquely positioned to play this role through acquisition.
Unlike other roll-ups, however, we believe in empowering entrepreneurs to continue to build on their success by becoming "partners" so that the incentives for the founders remain at the individual company subsidiary level and not at the parent. Each acquisition must be responsible for its own success and as such are not "carried" by other acquisitions working under the Urban-AG public company platform; nor are they penalized by others who do not perform. This is accomplished by providing an incubator approach to acquisitions whereby the acquired company's owners can add to their equity positions through performance gains or, if they choose to, under a predetermined formula. This allows compensation to be based on the degree of their "success". From an Urban- Ag shareholder point of view, we have minimized our portfolio risk substantially. We have not subsidized failure or under performance by giving up our stock, and we have limited fallout by keeping each acquisition as a separate entity under the parent (Urban-AG), thus eliminating additional liability.
This also presents the possibility of demonstrating, in the stock market, that the sum of the parts is worth more than the whole. It is the Thermo-Electron model where a successful subsidiary can be spun out into the public market and its shareholders are then made up of the shareholders of Urban-AG. This is our intent, although we cannot either guarantee that our subsidiaries will get to this stage or that if spun out they will be trading at an advantageous valuation. This is the road we intend and expect to travel.
Using a combination of Historical and Projected financial statements, the Company develops a purchase scenario encompassing expected market cap, industry comparison, and various other valuation methods that are centered on the asking price of the seller. These parameters are measured over an eighteen to twenty-four month period with applicable Make Whole Payments or Claw back provisions being applied at the end of the measurement period. If all the projections are met, the seller gets the price negotiated and that AQUM agreed to pay based on the performance criteria that the seller established. If they are not met, then the price is adjusted at every level of payment. If the performance is damaging the shareholder value of AQUM, then AQUM can initiate the spin out; likewise, if AQUM can recognize more shareholder value in a spin out, that can be initiated as well.
This unique philosophy and method of acquisition will be the center piece of the future acquisitions of AQUM. We anticipate this cornerstone of our business strategy to allow us to meet our objectives for 2013 through acquisitions and the resulting integration of like-minded entrepreneurs.
Contact: Billy V. Ray, Jr
Urban AG Corp. -- Corporate Office
Email address Investor Relations Department
This news release contains forward-looking statements within the meaning of Section 37A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties. A number of factors could cause actual results to differ from those indicated in the forward-looking statements, including the Company's ability to continue to successfully market and provide its services, maintain its effectiveness and its customer base and general economic conditions. The Company undertakes no obligation to publicly update or revise forward-looking statements whether as a result of new information, future events or otherwise.
SOURCE Urban AG Corp.
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