SOURCE: Clean Energy Combustion Systems, Inc.

December 04, 2007 10:07 ET

Clean Energy Signs LOI With PanPacific Business Limited

WEST PALM BEACH, FL--(Marketwire - December 4, 2007) - Clean Energy Combustion Systems, Inc. (PINKSHEETS: CECU) is pleased to announce that it has entered into a non-binding letter of intent (LOI) to acquire all of the issued shares of PanPacific Business Limited, a Hong Kong-based private company actively involved in the premium advertising and printing sectors in the Chinese and Hong Kong markets.

As reflected in the LOI, Clean Energy intends to purchase 100% of the issued shares of PanPacific and the consideration to be offered will be common shares of Clean Energy. Effectively, the proposed transaction will result in a reverse-takeover whereby the shareholders of PanPacific will become the Company's controlling shareholder group. The effective date of the transaction will be December 31, 2007 and the closing will take place after all of the conditions to the proposed transaction have been satisfied.

The proposed merger will be subject to a number of conditions including satisfactory due diligence by both parties; satisfactory review of the financial statements of both companies; satisfactory review of the Definitive Purchase Agreement; and, the required regulatory, shareholder and Board approvals.

The President & CEO of Clean Energy, Robert Rudman, stated: "During the past several months, we have conducted a thorough review of the renewable energy sector in China in order to determine the viability of our Company continuing its activities in this marketplace. Due to a number of factors including increased competition from new technologies and due to our inability to arrange the necessary capital to fund our expansion into the Chinese renewable energy sector, the decision was made to cease our activities in this industry and to pursue more attractive business opportunities."

Rudman continued, "We were later introduced to the principals of PanPacific and we became extremely excited at the prospect of participating in the expansion plans of their company. While they are seeking access to the U.S. capital markets through a merger with an existing U.S. public company, we are seeking to increase our shareholder value by entering a high growth business sector. PanPacific's rapidly expanding involvement in the advertising markets of China and Hong Kong offers that opportunity to our shareholders."

About PanPacific

PanPacific Business Limited is a privately held, Hong Kong company actively involved in the premium advertising and printing sectors in the China and Hong Kong markets. The company is pursuing an aggressive expansion plan that will position PanPacific as a leader in this industry. For further information, visit:

About Clean Energy Combustion Systems, Inc.

Clean Energy Combustion Systems, Inc. (PINKSHEETS: CECU) has been an early stage utility energy company that has offered economically and commercially sound green energy power solutions with initial focus on China. Most recently, the Company has terminated its activities in the renewable energy sector and it has been seeking more attractive business opportunities in China that offer a greater potential for increased shareholders value.

Forward-Looking Statements: Clean Energy's development plans and the prospective potential as described in this news release constitute "forward-looking statements" within the meaning of the United States federal securities laws that involve risks and uncertainties. Actual results may vary substantially from expectations as a result of a variety of factors including, by way of example and not limitation, Clean Energy's financial requirements and current lack of capital; Clean Energy's inability to satisfactorily complete the proposed merger transaction; changes in Clean Energy's business plan and corporate strategies; and the various risks and uncertainties disclosed by Clean Energy in its reports filed with the SEC. Readers are urged to carefully review and consider the various disclosures made by Clean Energy in its reports filed from time-to-time with the SEC that attempt to advise interested parties of the risks and uncertainties that may affect Clean Energy's business and an investment in its securities.

Contact Information

  • Contact:

    D.P. Martin & Associates Inc.
    Investor Relations for Clean Energy Combustion Systems, Inc.
    Ph: 561-514-0194
    Email Contact