Attached files
| file | filename |
|---|---|
| 8-K - Umami Sustainable Seafood Inc. | v191407_8k.htm |
| EX-2.1 - Umami Sustainable Seafood Inc. | v191407_ex2-1.htm |
Lions
Gate to Acquire Baja Aquafarms
NEW YORK,
July 22 /PRNewswire-FirstCall/ -- Lions Gate Lighting Corp. ("Lions Gate" or the
"Company") (OTC Bulletin Board:LNLT.ob - News) announced that
it has entered into an agreement to acquire 33% of Baja Aquafarms (“Baja”) along
with an option agreement to acquire the remaining 67% (the "Agreements") .
The acquisition of the 33% interest is effective upon the issuance of Baja
shares to the Company, which shall be no later than August 30, 2010, and the
Company has until September 15, 2010 to exercise its option to acquire the
remaining 67%. The Company will invest cash into Baja in the amount of
$8,000,000 by July 31, 2010. In addition, an amount of $10,000,000 will be
paid to the sellers out of the proceeds from the sale of a portion of Baja’s
inventory by September 30, 2010. If the option is exercised, the
Company will also issue 10,000,000 shares of its common stock.
Baja is a
private Mexican company that owns and operates facilities and equipment in the
territorial waters of Baja California, Mexico where it fishes for and farms
Pacific Northern Bluefin Tuna for sale primarily into the Japanese sushi and
sashimi market. Baja is the largest tuna farming operation in Mexico and
has been fishing and farming Bluefin Tuna since 2000. The operation is
well run and managed and will continue to operate using existing management and
employees. The combination of the two companies is anticipated to lead to
greater efficiencies and knowledge as they combine and transfer knowledge
between Baja and Kali Tuna, Lions Gate's wholly owned subsidiary.
Oli
Steindorsson, the Chairman and Chief Executive Officer of the Company, said "The
combination of Baja and our cornerstone operation Kali Tuna will more than
double our operations while adding geographical diversity. Additionally, the
proximity of the farm to the United States markets will allow us to develop
additional markets for Bluefin Tuna in the United States and Canada."
Mr.
Steindorsson continued, "One of the Company's goal is to produce and distribute
high quality bluefin tuna in a sustainable manner. The Mexican government
supports our goals in preserving sustainable resources as does the Croatian
government. I would like to thank the Croatian government for all its
current and past support and look forward to developing common goals with the
Mexican government. The combined goals of the Mexican operation and the
Croatian operation will be to continue to seek the creation of self sustaining
farming environments."
Robert
Gudfinnsson, the Director of Baja said "The combination of the two companies
will strengthen both companies by combining the best practices of Baja with the
best practices of Kali Tuna. Additionally, the strength of the Atlantis
marketing organization which supports Kali Tuna's marketing effort in Japan will
bring immediate benefit to the marketing of Baja's tuna."
About
the Company
The
Company owns and operates Kali Tuna which is an established Croatian-based
aquaculture operation raising Northern Bluefin Tuna in the Croatian part of the
Adriatic Sea. The Company intends to become the leader in the Northern Bluefin
Tuna industry by acquisition and internal growth. The growth of the Company will
be founded on the sustainable management of resources and economically sound
practices, seeking opportunities resulting from market consolidation and
scientific progress in the industry. The Company is in the process of
changing its name to Umami Sustainable Seafood Inc.
Notice
Regarding Forward Looking Statements
This
press release contains projections and forward-looking statements, as that term
is defined in Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Statements in this press
release, which are not purely historical, are forward-looking statements and can
include, without limitation, statements based on current expectations involving
a number of risks and uncertainties and which are not guarantees of future
performance of the Company such as the statements that (i) the Company will
complete the remaining 67% of the Baja acquisition; (ii) the combination of the
Company and Baja will enable the Company's shareholders to potentially realize
significant value; and (iii) that Baja will continue to be profitable in the
future. There are numerous risks and uncertainties that could cause actual
results and the Company's plans and objectives to differ materially from those
expressed in the forward-looking information, including (i) the inability to
close the purchase of the remaining 67% for any reason; (ii) adverse market
conditions; (iii) any adverse occurrence with respect to the farmed seafood
industry generally or the business of Kali Tuna and/or Baja specifically; (iv)
any impediments to the acquisition and growth plans in the event the remaining
67% of the acquisition is not completed; and (v) changes in the regulatory
environment. Actual results and future events could differ materially from those
anticipated in such information. These and all subsequent written and oral
forward-looking information are based on estimates and opinions of management on
the dates they are made and are expressly qualified in their entirety by this
notice. Although the Company believes that the beliefs, plans, expectations and
intentions contained in this press release are reasonable, there can be no
assurance those beliefs, plans, expectations or intentions will prove to be
accurate. Investors should consult all of the information set forth herein and
should also refer to the risk factors set forth in the Company's Current Report
on Form 8-K filed on July 7, 2010, and other reports filed or to be filed from
time-to-time with the Securities and Exchange Commission.