SOURCE: Petroleum Consolidators of America, Inc.

February 05, 2010 15:14 ET

Petroleum Consolidators of America Enters Into an Agreement to Acquire CTX Technologies, Inc.

PALM BEACH GARDENS, FL--(Marketwire - February 5, 2010) -   Petroleum Consolidators of America, Inc. (PINKSHEETS: PCAI), announced today that, on February 4, 2010, it entered into an agreement to acquire CTX Technologies, Inc., a mobile telecommunication technology company located in Mississauga, Ontario, Canada and with operations in China and Korea.

Under the agreement, Petroleum Consolidators expects to exchange shares of its preferred stock for all of the shares of capital stock of CTX. The preferred stock will be convertible into shares of common stock on a 500 for 1 basis at any time, subject to certain anti-dilution adjustments. At closing there will be a change of control of Petroleum Consolidators, whereby three of the directors to be designated to the board of Petroleum Consolidators will be designated by CTX and two will be designated by Mr. Cohen, the current CEO and sole director of Petroleum Consolidators. Mr. Cohen will continue as Petroleum Consolidator's President and Chief Executive Officer following closing.

The closing of the acquisition is subject to the spin off described below, approval of the boards of directors of each company, approval of CTX's shareholders, the cancellation of certain shares of common stock and approximately 1.93 million shares of Series C preferred stock of Petroleum Consolidators by Mr. Cohen, the sale of 9 million shares of Series B preferred stock by Mr. Cohen to certain purchasers designated by CTX, the execution of a new employment agreement between Mr. Cohen and the company, and other customary conditions to closing.

Petroleum Consolidators' subsidiaries, Pioneer Realty Group, Inc., and Gas Retailers, Inc. either will be sold, liquidated or spun off into a separate public company under the leadership of Mr. Cohen, Petroleum Consolidators' President and CEO. A record date for the spin off is expected to be established as of a date prior to the effective date of the proposed acquisition of CTX by Petroleum Consolidators, thereby ensuring that the economic benefit of these existing operations is received by Petroleum Consolidators pre-acquisition shareholders.

About CTX

CTX, based in Mississauga, Ontario, Canada, is a technology company that manufactures and distributes a mobile telecommunication, IT Data management and mobile data input accessories.

About Petroleum Consolidators

Petroleum Consolidators, based in Palm Beach Gardens, Florida, through its wholly owned subsidiaries Pioneer Realty Group and Gas Retailers is in the business of acquiring retail gasoline facilities.
For more information please visit the company's web site at

Forward-Looking Statements

The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties. All statements, other than statements of historical facts, which address Petroleum Consolidators' expectations, should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which Petroleum Consolidators' currently operates, but because of the factors herein listed, as well as other factors beyond its control, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that may cause actual results to differ from anticipated results include, but are not limited to, obtaining necessary approvals and satisfying the conditions to closing and other risks.

Contact Information

  • For further information, contact:
    David Cohen
    Petroleum Consolidators of America, Inc.
    Tel: (561) 483-4440
    Email Contact