SOURCE: Microlog


May 15, 2013 14:00 ET

Microlog Announces Acquisition of NutraBev Holdings International, Inc. and Plan to Spin Out Software Business

GAITHERSBURG, MD--(Marketwired - May 15, 2013) - Microlog Corporation ("Microlog") (PINKSHEETS: MLOG) is pleased to announce that it has entered into a definitive agreement (the "Agreement") with NutraBev Holdings International, Inc., a leading nutrition and natural foods company based in Syosset, New York ("NutraBev"), under which NutraBev will be acquired by Microlog. Under the terms of the Agreement, Microlog will issue 91,601.248 shares of preferred stock to NutraBev's stockholders in exchange for 100% of NutraBev's common stock. NutraBev's stockholders will control approximately 80% of the economic interest of the combined company after the closing of the transaction. Other terms of the preferred stock will be set forth in a certificate of designation which will be filed with the Delaware Secretary of State. The transaction is expected to close this summer after certain filings are made with the U.S. Securities and Exchange Commission (the "SEC").

Pursuant to the Agreement, Microlog intends to spin out its wholly owned Maryland-based software subsidiary as a dividend to the shareholders of Microlog. Such spin-out will occur after certain filings are made with the SEC and certain notices are sent to FINRA as required by Rule 10b-17.

The closing of the transaction is also subject to other customary closing conditions which must be fulfilled or waived by the parties.

"We are pleased to enter into this Agreement with NutraBev," said Richard Meccarielli, CEO of Microlog. "We believe that this transaction creates value for our shareholders as they get to keep 100% of existing Microlog operations via the spin-out and will also have approximately 20% of the NutraBev ownership going forward."

"NutraBev is excited to enter into this definitive Agreement with Microlog," said David Sackler, President of NutraBev. "We look forward to the closing of the transaction so we can move the public company forward with an aggressive, acquisition-centric growth strategy."

About NutraBev:

NutraBev Holdings International, Inc. acquires revenue-generating businesses operating in the healthy lifestyle marketplace. The company's strategy is to acquire related companies and capitalize on synergies from manufacturing through distribution.

About Microlog:

Microlog Corporation designs, implements and services patented software applications that enhance the productivity of the customer contact center experience, as well as providing consultation on a variety of system integration options. The company's services encompass the migration of e-commerce into the traditional call center environment by Web enablement. Microlog's award winning products support this Web enablement, as well as supporting all inbound and outbound media, telephone, e-mail, fax, and Web for contact centers.

Forward-Looking Statements:

This release may contain forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "expects," "plans," "estimates," "intends," "believe," "could," "look forward," "will" or variations of such words and phrases. Forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results, performance, or achievements of Microlog or NutraBev to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Factors that might cause such differences include, but are not limited to: any adjustment to the purchase price pursuant to the terms of the Agreement; and any business disruption associated with the sale of NutraBev. Furthermore, such forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

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