The completion of the transactions contemplated by this letter of intent are subject to the negotiation and execution of definitive agreements, as well as due diligence by both parties. There can be no assurance that negotiations will lead to the execution of definitive agreements or that the transactions will be completed following the execution of the agreements.
The letter of intent provides that the parties will commence negotiations of an acquisition by the Company (via a merger with a Company subsidiary) of all of the existing capital stock of Grand ISS in consideration of the issuance of 75,000,000 shares of Company common stock and the issuance of a convertible promissory note in principal amount of $12,500,000 which will be later converted to shares of the Company common stock.
Grand ISS, a global provider of security, private intelligence, investigatory forensics, and risk management consultancy, effectively serves commercial, government, and high net worth private clients by customizing solutions based on individualized specifications.
Innovation and integration distinguishes the Grand ISS business model. In keeping with this platform, the Company teams with a number of best-of-breed organizations, organizing disparate assets into one collaborative operating culture. The result is shared best practices, reduced cost, and increased use of mutual resources redeployed into turnkey solutions featuring high efficiency and breakthrough technologies.
"Looking ahead in these uncertain times, security remains a critical component to the economic viability of business and government around the world. Given that security is the foundation of commerce
commerce is the heart of economy
and economy is the future of a nation, Grand ISS' business culture is essentially an inseparable part of this philosophy," said Ralph V. Frasca, Jr., CEO of Grand ISS. "Recognizing the growing importance of security in the global economy, we view this merger as a decisive step to accelerate our short and long term expansion objectives, particularly in emerging markets in Africa where we are steadily focused on implementing a number of initiatives. Access to new capital channels will enable us to seize opportunities both here and abroad that will create potential for decades of profitable growth and thereby build shareholder value."
Steven C. Purl, Grand ISS' COO and former Scotland Yard counterterrorism expert said, "The core of our strength lies in the ability to devise sustainable solutions that meet the volatile challenges of today and tomorrow's global marketplace. To do this, our integrated business infrastructure taps into the core disciplines of risk management, security, global intelligence and scientific forensics. This merger gives us the timely advantage to advance our position with the ultimate goal of emerging as an industry innovator, addressing some of the most critical issues of our time across the continent of Africa and in emerging markets around the world."
Details of the Letter of Intent were filed October 3, 2008 as part of the Company's Form 8-K disclosure with the Securities and Exchange Commission ("SEC") available at www.sec.gov.
Grand Investigative Services Corporation (www.grandiss.com)
Headquartered in St. Petersburg, Florida and with international offices in Swindon, England and Lagos, Nigeria, the Company operates in the fast growth $125 billion plus global security market, as well as the sizeable international investigative marketplace. Grand ISS has assembled an international network of subcontracted professionals including 2,600 multinational former Special Security Operatives aligned with over 3,700 scientists and engineers at research centers throughout the world for the primary purposes of reducing exposure to risk and maximizing successful resolution of investigation and litigation matters for commercial and government clients The Company specializes in highly challenging assignments -- including counterterrorism operations -- around the world; and delivers to virtually all industries including energy, land transportation, rail or air, maritime, construction, technology, manufacturing, healthcare and pharmaceuticals. It applies sophisticated techniques and cutting-edge technologies leveraged with unparalleled science innovation and engineering capabilities to ensure reliable solutions are achieved.
Fortified Holdings Corp. (OTC BB:FFDH.OB - News) www.fortifiedholdings.com
Fortified Holdings Corp. is a holding company with a portfolio of business units servicing the needs of first responders, the military, relief organizations, high-risk industries and similar sectors. Visit our website at: www.fortifiedholdings.com.
Notice Regarding Forward-Looking Statements
Except for statements of historical fact, this news release contains certain "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation, expectations, beliefs, plans and objectives regarding future activities. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Fortified Holdings to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to acquire and develop future assets, the ability to fund operations and changes in consumer and business consumption habits and other factors over which Fortified Holdings Corp., or any affiliates, has little or no control.
Fortified Holdings Corp.
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Brendan Reilly, CEO