EarthFirst Technologies, Inc. and Cast-Crete Corporation Announce Merger Update; Merger Completion Targeted for 4th Quarter 2006
19 September 2006 - 12:55AM
Business Wire
EarthFirst Technologies, Inc. ("EarthFirst", or "the Company")
(OTCBB:EFTI) and Cast-Crete Corporation ("Cast-Crete") provided the
following update on their previously announced merger. The board
approved merger which was originally announced on July 11, 2006, is
targeted to close in 4th Quarter of 2006. Prior to closing,
EarthFirst's shareholders of record will receive an information
statement from the Company that will set forth the effective date
of the 1 for 60 reverse stock split. EarthFirst's financial
statements for fiscal year 2006 will be prepared on a restatement
basis reflecting its combination with Cast-Crete financials as if
it occurred at the beginning of 2006. In other words, EarthFirst
annual report will include the complete 2006 year of Cast-Crete's
operations. Commenting on the merger, Mr. John Stanton, Chairman
and Chief Executive Officer of EarthFirst, said, "We are very
excited about the upcoming merger and appreciate greatly the
patience and support from the EarthFirst shareholders as we go
through this diligent process. This is a monumental step in our
commitment and strategy to delivering long-term shareholder value."
-0- *T The following merger terms were announced on July 11, 2006:
(1) EarthFirst will change its name to Cast-Crete; (2) EarthFirst
will effect a 60-1 reverse split of its stock; (3) Total shares
outstanding after the merger, and after the reverse split of the
stock will be approximately 15 million shares; and, (4) The assets
of Cast-Crete cannot be encumbered until acquisition debt is
retired. *T The following Pro Forma earnings for the twelve month
period ending June 30, 2007 was also provided for Cast-Crete's
operations, based upon actual results for the six-months ended June
30, 2006. -0- *T TWELVE MONTHS PRO FORMA EARNINGS JULY, 2006 -
JUNE, 2007 Sales $ 150,000,000 Earnings before interest and taxes
65,000,000 Interest expense on Acquisition Debt (25,000,000) Income
taxes (16,000,000) --------------- Net Income $ 24,000,000
=============== Estimated Outstanding Shares 15,000,000 (Post 1 for
60 reverse split) Earnings Per Share (EPS) $ 1.60 *T The Company
also announced that it will provide a technology update early in
the fourth quarter of 2006. About EarthFirst Technologies,
Incorporated EarthFirst Technologies,
http://www.earthfirsttech.com, is a specialized holding company
engaged in researching, developing and commercializing technologies
for the production of alternative fuel sources and the destruction
and/or remediation of liquid and solid wastes, and in supplying
electrical contracting services to commercial and government
customers internationally. Through its subsidiary World
Environmental Solutions Company (WESCO), EarthFirst markets solid
waste remediation plants utilizing a proprietary Catalytic
Activated Distillation (CAVD) process, which is a superior
technology developed by EarthFirst to recycle rubber tires and
other waste by heating the material without burning it. Through its
subsidiary Electric Machinery Enterprises, Inc.,
http://www.e-m-e.com, the Company provides electrical contracting
services both as a prime contractor and as a subcontractor,
electrical support for industrial and commercial buildings, power
generation stations, and water and sewage plants in the US and
abroad. Through its subsidiary EarthFirst Americas, Inc., the
Company is engaged in the global development, marketing and
distribution of biofuels. Investors are cautioned that certain
statements contained in this document as well as some statements in
periodic press releases and some oral statement of EFTI officials
are "Forward-Looking Statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Act").
Forward-looking statements include statements which are predictive
in nature, which depend upon or refer to future events or
conditions, which include words such as "believes," "anticipates,"
"intends," "plans," "expects," and similar expressions. In
addition, any statements concerning future financial performance
(including future revenues, earnings or growth rates), ongoing
business strategies or prospects, and possible future EFTI actions,
which may be provided by management, are also forward-looking
statements as defined by the Act. Forward-looking statements
involve known and unknown risks, uncertainties, and other factors
which may cause the actual results, performance or achievements of
the Company to materially differ from any future results,
performance, or achievements expressed or implied by such
forward-looking statements and to vary significantly from reporting
period to reporting period. Although management believes that the
assumptions made and expectations reflected in the forward-looking
statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that
actual future results will not be different from the expectations
expressed in this report. These statements are not guarantees of
future performance and EFTI has no specific intention to update
these statements.
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