WEST PALM BEACH, FL — (Marketwired) — 11/02/17 — AG Acquisition Group, Inc. (“AGAG”) announced today that, on October 23, 2017, it signed a definitive Merger Agreement with Global Technology Resources, Inc., a 19-year old technology consulting firm focused in the hybrid IT infrastructure and application-delivery space (“GTRI”), and all of the shareholders of GTRI (the “Merger Agreement”). Pursuant to the Merger Agreement, GTRI will merger with and into AG-GT Merger Sub, Inc., a newly created wholly owned subsidiary of AGAG, with GTRI surviving and being a wholly owned subsidiary of AGAG (the “Merger”). AGAG was assisted in the negotiation and execution of the Merger Agreement by National Community Development Fund I, LLC (“NCDF”), an impact investment fund located in Denver, Colorado.
AGAG is currently a special-purpose acquisition company created to identify a business that would merge into its public reporting structure as a “blank check” company, but, following the closing of the transaction, will be the parent holding company of GTRI. At the closing of the Merger, AGAG expects to name a new Chief Executive Officer and Chief Financial Officer, among other persons, to oversee the strategy and operational execution of the business, and also expects that John Vasquez, Chief Executive Officer of NCDF, and certain other executives of GTRI, will be named to the Board of Directors of AGAG.
Said Mr. Vasquez: “This investment is a significant step in advancing GTRI–s model of coupling qualified C-suite management with our investment experience and AGAG–s merger and acquisition plan. We were pleased with the common goals and the focus on impact investing by our management team and how those goals and activities fit with AGAG–s plans and investment targets for unlocking hidden value.”
Glenn Smith, President and co-founder of GTRI, stated: “We are very excited to partner with NCDF and Paulson for our long-term capital and growth strategies. Not only will we be able to accelerate the build-out of hybrid IT practices and offerings, but we will now be able to leverage NCDF–s broader network of vertical markets, clients and complimentary services.”
AGAG and NCDF have engaged Paulson Investment Company, as the exclusive investment bank to assist the parties in completing a private placement of certain securities of AGAG, which is a condition to closing of the Merger. The closing of the Merger is also subject to additional closing conditions, and is currently expected to close at approximately the end of November, 2017.
Forward Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words “may,” “would,” “could,” “will,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “expect” and similar expressions are intended to identify forward-looking statements. Such statements reflect AGAG–s current views with respect to future events and are subject to risks and uncertainties. Many factors could cause actual results to differ materially from the statements made, including costs related to the proposed merger, the risk of failing to satisfy conditions to the closing of the transaction, the risk that the transaction will not close or that closing will be delayed, the risk that our respective businesses will suffer due to uncertainty related to the transaction, other risks related to our respective businesses, and those factors detailed from time to time in filings made by AGAG with the Securities and Exchange Commission and other regulatory authorities. The forward-looking statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the control of AGAG. We caution investors that any forward-looking statements made by us are not guarantees of future performance or events. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated or expected. AGAG disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments, except to the extent required by law.
Howard Gostfrand
American Capital Ventures
305-918-7000
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