Planetwide Games, Inc. and SP Holding Corp. Execute Definitive Stock-For-Stock Merger Agreement
13 Fevereiro 2006 - 11:00AM
PR Newswire (US)
IRVINE, Calif., Feb. 13 /PRNewswire/ -- Planetwide Games, Inc., an
innovative provider of branded online video games and proprietary
game application software, announced today the execution of a
definitive merger agreement with SP Holding Corp.
(OTC:SPHG.OBOTC:-OTC:News) (BULLETIN BOARD: SPHG.OB - News) . The
merger is expected to close on or before April 15, 2006. In the
merger, all outstanding Planetwide Games common shares will be
exchanged for SP Holding common shares, and SP Holding will assume
all of Planetwide's stock options, warrants and convertible
securities. After the effective time of the merger, former
Planetwide Games stockholders will own approximately 95% of the SP
Holding, on a fully diluted basis. The two companies expect to
change the name of SP Holding to Planetwide Games Corporation
shortly after the closing. The merger is expected to be tax-free to
the stockholders of both companies, is subject to standard closing
conditions, and Planetwide Games having a minimum of $5 million in
cash at closing. "SP Holding Corp. is pleased to have executed the
definitive agreement with Planetwide Games. Upon closing,
stockholders will have ownership in a company that is very well
positioned to capitalize on the growth in the worldwide online
video game market. Today marks an important step in securing
lasting stockholder value," said Mark Schaftlein, SP Holding
Corporation's Chief Executive Officer. Planetwide Games' CFO, Tom
Schiff concluded, "We are pleased to have executed the definitive
agreement with SP Holding Corp. We believe that merging with an SEC
reporting company whose shares trade on the OTC bulletin board
helps position us for future growth and building value for our
stockholders." Please refer to the form 8-K to be filed by SP
Holding Corp. for complete details regarding the definitive merger
agreement. About SP Holding Corp. SP Holding Corp. is a development
stage enterprise due to the sale of its operating assets on
December 10, 2003. Since that time, the company has been exploring
business opportunities to maximize its stockholder value through a
merger, acquisition or similar business combination. About
Planetwide Games Based in Orange County, CA, Planetwide Games, Inc.
has established itself as a provider of innovative video games,
proprietary online technology and software applications. The
Company's games and applications easily integrate with internet
portals, major game publishers and developers, or can be sold
separately through digital downloads and retail box sales. By
providing an enhanced game playing experience with name-brand
awareness and ease-of-use, Planetwide Games is creating stronger
online communities for internet portals, game publishers, and
developers. Planetwide Games' Comic Book Creator(TM) is a new and
innovative self-publishing software program that empowers users to
create custom comic books using their own imaginations and digital
images, then publish their story for friends online or in print.
Planetwide Games also has 3D game engine software to develop
branded titles, and a library of casual games called Pixel
Poppers(TM). The Pixel Popper library contains challenging games of
strategy, trivia, sports and card games that can be downloaded to
customers, major portals and social communities. Visit
http://www.planetwidegames.com/ ,
http://www.mycomicbookcreator.com/ and
http://www.comicbooksociety.net/ . SP Holdings Corp. anticipates
filing with the Securities and Exchange Commission (SEC)
information and documents concerning the merger and the respective
businesses of SP Holding Corp. and Planetwide Games, Inc. WE URGE
INVESTORS TO REVIEW THE INFORMATION TO BE FILED WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.
These documents will be available without charge on the SEC's web
site at http://www.sec.gov/ and may be obtained without charge from
the SEC at telephone number 800-SEC-0330. INVESTORS SHOULD READ THE
IMPORTANT INFORMATION BEFORE MAKING ANY INVESTMENT DECISIONS. The
officers and directors of SP Holding and Planetwide Games may have
interests in the merger, some of which may differ from, or may be
in addition to, those of the stockholders of SP Holding and
Planetwide Games generally. A description of the interests that the
officers and directors of the companies have in the merger will be
available in the information and documents filed with the SEC. Safe
Harbor Statement Under the Private Securities Litigation Reform Act
of 1995 With the exception of historical information, matters
discussed in this news release, including, in particular,
statements to the effect that the planned merger will close, that
Planetwide will have $5 million in cash at closing, that
stockholder value will be created, that stockholders will have the
future opportunity to participate in video game and interactive
entertainment markets, that the video game market will continue to
grow and the planned merger being tax-free are forward-looking
statements involving a number of risks and uncertainties and may
not be achieved due to factors beyond our control. Actual results
could differ materially from those contemplated by the
forward-looking statements. Factors that could cause actual results
to differ include the possibility that the merger may not close,
the failure of the combined company to retain key employees, the
failure of the combined company to manage the cost of integrating
the businesses and assets of SP Holding and Planetwide, general
economic conditions and their affect on consumer spending, the
combined company's inability to sufficiently anticipate market
needs and develop products, increased competition, changing
customer demands, changing customer tastes, market acceptance of
combined company products and higher than anticipated expenses the
combined company may incur in future quarters. Other risks inherent
in the Company's business include those factors contained in the
"Risk Factors" section of SP Holding Corp.'s Form 10-KSB/A for the
fiscal year ended December 31, 2004 and Form 10-QSB for the quarter
ended September 30, 2005 (available on EDGAR or for free at
http://www.sec.gov/ ). SP Holding Corp undertakes no obligation to
revise or update any forward-looking statements to reflect events
or circumstances after the date of this release. This press release
distributed by PRWEB (http://www.prwebdirect.com/), a service of
eMediaWire. Contact: Gil Sharell of SP Holding Corporation,
+1-941-907-2361; or Thomas E. Schiff of Planetwide Games, Inc.,
+1-949-421-0488. DATASOURCE: Planetwide Games, Inc. CONTACT: Gil
Sharell of SP Holding Corporation, +1-941-907-2361; or Thomas E.
Schiff of Planetwide Games, Inc., +1-949-421-0488 Web site:
http://www.planetwidegames.com/
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