Panda Capital Inc.

December 14, 2009 17:11 ET

Panda Capital Inc. Signs Memorandum of Understanding and Receives Extension of Qualifying Transaction Deadline

TORONTO, ONTARIO--(Marketwire - Dec. 14, 2009) - Panda Capital Inc. ("Panda") (TSX VENTURE:PDA.P) is pleased to announce that it has signed a memorandum of understanding ("MOU") dated December 14, 2009, with Global Publishing Inc. ("Global") pursuant to which Panda will complete a business combination to acquire all of the equity securities of Global (the "Proposed Transaction").

Panda is also pleased to announce that, in accordance with the temporary relief measures announced by the TSX Venture Exchange (the "TSXV") on September 11, 2009, it applied for and received an extension of the deadline date for the completion of its Qualifying Transaction to March 31, 2010.

Global is a full service, just-in-time, on-demand optical digital media manufacturer and marketing company with offices and a 42,000 square foot manufacturing facility in Freemont, California. Over the past 3 years, Global has delivered an average of approximately CDN$7 million in revenues each year and anticipates being profitable in its current fiscal year ending 2009.

In an effort to grow revenues, Global has spent the past few years developing a patent pending flexible, fully recyclable, "green" CD/DVD disc (the "Flex Disc") which is 50% thinner and lighter than traditional discs, bends into a taco shell shape without breaking, works in slot drives and is able to store an industry leading 4.7 gigabytes of data (enough for approximately 240 minutes of high-quality video). In anticipation of growing demand, Global recently increased its annual production capacity by an additional 15 million units, to approximately 36 million units per year.

"The ability to offer customers a flexible, light-weight, cost-effective disc capable of holding an enormous amount of content is ideal for any company looking for dramatic savings on shipping costs or those leading edge companies looking for a new tool to use in their marketing efforts in mediums such as newspapers and magazines," stated Paul Barbeau, President of Panda. "With over a million Flex Disks shipped to date, Global is well positioned for aggressive growth."

As part of the Proposed Transaction, Panda and Global will raise up to $2 million to fund growth, of which a minimum of $400,000 has already been committed from a combination of new and existing Global shareholders.

When completed, the Proposed Transaction will constitute Panda's qualifying transaction pursuant to the policies of the TSXV, and is subject to compliance with all necessary regulatory and other approvals and certain other terms and conditions. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the TSXV.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this release.

Contact Information

  • Panda Capital Inc.
    Paul Barbeau
    (613) 232-1642
    Global Publishing Inc.
    George Chen
    (510) 438-0373 x108
    Exadyn Consultants Inc.
    Claude Ayache
    (416) 667-0909