SOURCE: Paivis, Corp.

January 17, 2008 08:15 ET

Paivis, Corp. Provides Info to Shareholders on the Merits of the Planned Merger With Trustcash Holdings, Inc.; Paivis Common Shareholders to Receive $0.65/Share in Trustcash Preferred Stock

ATLANTA, GA--(Marketwire - January 17, 2008) - Paivis, Corp. ("Paivis" or the "Company") (OTCBB: PAVC) today provides information to its shareholders on the merits of the planned merger with Trustcash Holdings, Inc., a fully reporting publicly traded company ("Trustcash"). Terms of the merger provide for Paivis common shareholders to receive $0.65/share in a Trustcash Preferred Stock exchange.

On December 20, 2007 the Company signed an Agreement and Plan of Merger ("Definitive Agreement") with Trustcash. The Company believes this Merger provides a number of positives towards the building of value for its shareholders, including but not limited to the following:

   1.      A quality valuation for the common stock of Paivis.
             -- Each share of common stock of Paivis will be exchanged for
                $0.65 cents worth of Trustcash Preferred Stock.
             -- The Company believes, considering numerous factors, that
                its common stock is undervalued and therefore negotiated to
                get for its shareholders a price/share in the stock
                exchange with Trustcash that would more accurately reflect
                a value the underlies the business of Paivis.
             -- Management believes its efforts have achieved a quality
                value in terms of purchase price and preferred rights and
                preferences.

   2.      Financing upon closing
             -- The Terms of the Definitive Agreement provide that
                Trustcash must deliver minimum of $7,000,000 in financing
                at closing on terms acceptable to both companies.
             -- This provision ensures that there will adequate financing
                to move forward with the business plan of the combined
                company and ultimately to create additional value for
                shareholders.

   3.      Registration rights
             -- The Definitive Agreement states that the shares issued
                under the exchange will be filed for registration to become
                free trading.

   4.      Besides the financial aspects of the Definitive Agreement the
           Merger provides for an opportunity for Paivis and Trustcash to
           join forces as management and to build a formidable corporation
           to become a leader in the prepaid products and payment
           processing space.

   5.      The Merger will most likely have a positive impact on the
           financial performance of the Companies as it presents an
           opportunity to save costs through consolidation and integration
           of resources.
 

The parties have agreed to use their best efforts to consummate the transaction by January 31, 2008, or as soon as practicable thereafter. Upon closing the combined entities would include Trustcash, Paivis, and Paivis's acquisition targets, Detroit Phone Cards, Inc., and AAAA Media Services, Inc. and produce a combined revenue stream of approximately $73,000,000 (unaudited).

The Merger Agreement, which includes all details of the transaction including the rights and preferences of the Issuable Shares is filed by Trustcash and Paivis as an exhibit to a Current Report on Form 8-K with the U.S. Securities and Exchange Commission as required. The Merger Agreement contains certain conditions precedent to consummation of the merger, including but not limited to, financing being secured by Trustcash, the audits of Paivis' acquisitions being completed, obtaining consents, providing certified lists of shareholders and delivery of certain due diligence and other corporate documents. The Merger Agreement provides detail of the rights and preferred shares of the Issuable Shares. The Merger Agreement amongst other terms and conditions further provide that Trustcash will file a registration statement to register the Issuable Shares and that an application will be made to list the Issuable shares to trade publicly.

About Paivis, Corp.

Paivis, Corp. is a wholesale telecommunications carrier that sells prepaid "point-of-sale activated" and live cards. Paivis generates its revenues through the sale of prepaid calling cards and wireless services, and international wholesale termination. Products are sold throughout many of the country's major retail outlets, including Duane Reade, 7-Eleven, and Chevron.

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 (the "PSLRA") provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements. Statements contained herein that are not based on historical fact, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could" and other similar expressions, constitute forward-looking statements under the PSLRA. Paivis intends that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements are based on current assumptions but involve known and unknown risks and uncertainties that may cause Paivis actual results, performance or achievements to differ materially from current expectations. These risks include economic, competitive, governmental, technological and other factors discussed in Paivis annual, quarterly and other periodic public filings on record with the Securities and Exchange Commission which can be viewed free of charge on its website at http://www.sec.gov.

Contact Information

  • Contact:
    Paivis, Corp.
    Edwin Kwong
    Interim Chief Executive Officer
    Phone: 404-601-2885
    www.paivis.com