SOURCE: ONE Holdings Corp.

September 10, 2009 08:50 ET

ONE Holdings Acquires Trade Finance Solutions

Acquisition to Add $7 Million in Revenue Based on TFS' Unaudited 2008 Results and Provides a Strong Platform for Growth Capital to ONE Holdings' Core Operating Subsidiaries

MIAMI, FL--(Marketwire - September 10, 2009) - ONE Holdings, Corp. (OTCBB: ONEZ) ("ONE" or the "Company") (www.onehcorp.com), an investment company owning majority equity interest in core operating assets in biotechnology utilizing green processes located in the Asia Pacific region, is pleased to announce that it has signed a definitive agreement for the acquisition of 99.75% control of Trade Finance Solutions ('TFS').

TFS (http://www.tradefinancesolutions.com), headquartered in Toronto Canada, with offices in Miami, FL, provides balance sheet financing solutions for domestic and international credit-worthy customers including accounts receivable, purchase order financing, fulfillment services and factoring or invoice discounting. For 2008, TFS' unaudited results include sales, operating income and net income of $7 million, $330k and $302k respectively.

"This acquisition is strategic to us beyond the direct and immediate financial contribution TFS will bring to sales and net income because it will provide us the ability to use TFS as an internal financing arm ready, able and dedicated to fund and facilitate the growth of our core assets in bioengineering and technology. We want to utilize TFS by having it provide trade financing to support the growth of our other subsidiaries. The Asia Pacific - China region where our core operations are located has historically been an underserved market for TFS' product offerings. Our research also suggests a strong opportunity beyond funding our core operations to also provide Purchase Order Financing to third-party clients that purchase products from our subsidiaries. In this arrangement, TFS can insert itself into the collection process, expediting cash flow and debt repayment for all parties. All these programs will not only assist the growth of TFS but also ONE as a whole," stated ONE's CEO, Marius Silvasan.

"Including TFS and upon completion of the Jianou Lvjian FoodsStuff Co. Ltd ("JLF") acquisition announced on August 18, 2009, combined revenue, EBITDA, and Net Income for ONE Holdings would be increased to $34 million, $10 million and $8 million respectively based on 2008 results for these companies. We continue to work on the closing of JLF which we anticipate will occur prior to the end of the third quarter. All the pieces of our strategy are coming together nicely," added Silvasan.

"I speak for the entire TFS team when I say that we are excited to join forces with ONE Holdings," said TFS CEO Peter Cook. "The timing is right for this great opportunity as the Asia Pacific region, and in particular China, has become the fastest growing economy worldwide. Our financing has provided important growth capital to many companies domestically as well as internal and now, ONE will help TFS expand its business into the fast growing Asia Pacific region," added Mr. Cook.

For the TFS shares each TFS shareholder is to receive shares of ONE's common stock and cash payments. The cash component of the purchase price will be calculated on an earn-out basis based on TFS' monthly EBIT (earnings before interest and taxes) beginning with the measuring period as defined in the Share Purchase Agreement with a not to exceed purchase price of $6,000,000.00. In addition to the cash portion of the purchase price, the TFS shareholders shall receive 1 share of ONE common stock for every $1.00 in EBIT achieved during the measuring period ("Stock Compensation") subject to a maximum Stock compensation of 6 million shares of ONE's common stock. The TFS shareholders are subject to a lockup and leak out period as further defined in the Share Purchase Agreement. The transaction has closed in escrow pending the completion of the TFS financial audit for the years 2007 and 2008 along with interim year to date statements for June 30, 2009, which are to be delivered to ONE within sixty (60) days from the date of the acquisition. ONE will have five (5) days from receipt of the financial statements to approve the financial statements. Upon written approval from ONE to the escrow agent and as set forth in the Share Purchase Agreement the escrow agent shall execute the release and the closing will be effective as of the closing date.

About ONE Holdings, Corp.

ONE Holdings, Corp. ("ONE") (OTCBB: ONEZ) (www.onehcorp.com) headquartered in Miami, FL, is an investment company owning majority equity interest in core operating assets in biotechnology utilizing green processes located in the Asia Pacific region. Through ONE, small private companies gain access to capital, experienced management and strategic insight. ONE intends to build strong synergies amongst all subsidiaries to enhance shareholder value. ONE is working with each subsidiary to promote organic and acquisition driven growth. ONE plans to leverage its' financing and distribution subsidiaries to provide ONE's very profitable biotechnology businesses with growth capital and expanded distribution allowing them to achieve scale. As scale is achieved, ONE intends to bring each subsidiary public to maximize value to its investors.

About Trade Finance Solutions (TFS)

Trade Finance Solutions Inc. ("TFS") provides creative financing solutions, including Purchase Order Financing, Fulfillment Services, and Factoring or Invoice Discounting for domestic and international credit worthy customers of eligible goods and services. These TFS options are primarily designed for growing companies experiencing the cash flow demands commonly associated with growth and expansion. Our main goal is to provide the necessary funds that enable companies to capitalize on sales opportunities that currently are outside their firm's financing capabilities. TFS has offices in Toronto, Miami, and Lima, Peru.

This press release includes statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). ONE Holdings, Corp. claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are often characterized by the terms "may," "believes," "projects," "expects," or "anticipates," and do not reflect historical facts. Specific forward-looking statements contained in this press release include, but are not limited to: our successful integration of diversified growth companies, impact of the company's expansion plan, and new business development success, future financial results, development and acquisition of new product lines and services, the impact of competitive products or pricing from technological changes, the effect of economic conditions and other uncertainties. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from the expectations contained in any such forward-looking statements. These risks include, but are not limited to: failure to manage operating expenses or integrate new companies and/or technologies, each of which could have a material impact on our business, our financial results, and the company's stock price. These risks and other factors are detailed in the Company's regular filings with the U.S. Securities and Exchange Commission. Most of these factors are difficult to predict accurately and are generally beyond the Company's control. Forward-looking statements speak only as to the date they are made and ONE Holdings, Corp. does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

Contact Information

  • Company Contact:
    Jeanne Chan
    Senior VP
    One Holdings, Corp.
    Tel. +877.544.2288
    ir@onehcorp.com

    Contact:
    Investor Relations & Corporate Communications
    877-544-2288
    ir@onehcorp.com