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| 25-Jul-2001 |
American Boardsports Merger With OneClass Synergy Corp. Finalized |
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SAN DIEGO--(BUSINESS WIRE)--July 25, 2001--The board of directors of American Boardsports Co. Inc. (ABCI) and OneClass Synergy Corp. (OTCBB: ONCL - news) today jointly announced that their merger agreement is now final.
The transaction, which is subject to customary closing conditions, will merge ABCI into OneClass Synergy, a public shell corporation. OneClass Synergy will be the surviving operational entity and the name will be changed to ABCI.
The terms and conditions of the transaction require that OneClass Synergy acquire all of the issued and outstanding shares of ABCI, in exchange for issuance by it of previously unissued "restricted'' common stock. OneClass Synergy will undertake a reverse split of its issued and outstanding common stock, and thereafter issue shares of its common stock in exchange for all of the issued and outstanding shares of ABCI. The stock merger is expected to close in August 2001, after which ABCI shares will be tradable on the NASD Over-the-Counter Bulletin Board (OTC-BB).
ABCI will forward to current stockholders detailed instructions on how to surrender their stock certificates in order to receive the merger consideration. Shareholders should not submit their stock certificates to the transfer agent until they have received these materials.
About American Boardsports Co.
Founded in 1993, American Boardsports Co. Inc. (ABCI) designs and manufactures branded consumer products for the rapidly growing outdoor extreme sports sector. Products include snowboards, wakeboards, skateboards along with related accessories and apparel. ABCI has manufacturing facilities in Vancouver, B.C. and is known for innovation and technology in action sports products. ABCI's brand names include "Thruster(TM)'' wakeboards, "Revelation(TM)'' snowboards, "Rev(TM)'' snowboards, "Human(TM)'' skateboards, "Republic(TM)'' skateboards, "Competition Brand(TM)'' and the "Freedom Grove(TM).''
Currently patented in Canada, the company's proprietary "Freedom Groove'' technology is an innovative binding system that allows infinite positioning to achieve the desired stance for both snowboards and wakeboards. The company has marketed and developed its brands over eight years and now plans an aggressive sales and acquisition strategy to build market share. The action sports lifestyle appeals to the generation "X'', "Y'' and "I'' consumers, which are demographic groups between the ages of 8 to 35. More information is available at the company web site www.americanboards.com.
Except for the historical information contained herein, this press release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from the results predicted and reported results should not be considered an indication of future performance. In addition to the factors discussed in the filings with the Securities and Exchange Commission, among the other factors that could cause actual results to differ materially are the following: adverse changes in the business conditions and the general economy; competitive factors, such as rival companies' pricing and marketing efforts; availability of third-party material products at reasonable prices; the financial condition of the customer; risks of obsolescence due to shifts in market demand; and litigation involving product liabilities and consumer issues. American Boardsports cautions readers not to place undue reliance upon any such forward looking statements, which speak only as of the date made. ABCI expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which any such statement is based.
Contact:
American Boardsports Company, Inc.
Thomas Carter
760/730-3828
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