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8-K - FORM 8-K - HONG YUAN HOLDING GROUP | c17640e8vk.htm |
EX-10.1 - EXHIBIT 10.1 - HONG YUAN HOLDING GROUP | c17640exv10w1.htm |
Exhibit 99.1
CEREPLAST ANNOUNCES $12,500,000 PRIVATE PLACEMENT
-Transaction Provides Company with Working Capital to Support
Growing Worldwide Demand for Bioplastics -
Growing Worldwide Demand for Bioplastics -
EL SEGUNDO, Calif. May 19, 2011 Cereplast, Inc. (NASDAQ: CERP), a leading manufacturer of
proprietary bio-based, compostable and sustainable plastics has entered into a Securities Purchase
Agreement with select institutional investors. Under the terms of the purchase agreement, the
company will raise $12.5 million in an offering of 7% senior subordinated convertible notes due
June 1, 2016.
Proceeds from the financing will be used for working capital to meet the increasing demand for the
companys bioplastic resins, driven by recently signed distribution agreements and increased
legislation banning the use of traditional plastics. Based on current demand, the company expects
rapid expansion in Europe and other emerging markets.
We are at an inflection point of a growing need for bioplastics worldwide, said Frederic Scheer,
Chairman and CEO of Cereplast, Inc. Demand is being driven by legislation for biobased
alternatives to petroleum-based plastics, as well as the rising price of commodities. Proceeds from
this transaction will provide us with the capital to deliver on our growth expectations as we are
now well positioned to capture the rising demand that exists in the marketplace. Not only do we
expect continued growth to come from the European marketplace, but new legislations in India,
Brazil and other countries have introduced a tremendous opportunity for Cereplast bioplastics in
those regions and beyond.
Terms of Senior Subordinated Convertible Notes
Under the terms of the notes, Cereplast will pay interest semi-annually and the notes will mature
on June 1, 2016, unless earlier repurchased or converted as described below. The notes are
convertible into shares of Cereplast common stock at a conversion rate of 172.4138 shares of common
stock per $1,000 principal amount of convertible notes, equivalent to a conversion price of
approximately $5.80 per share of common stock, subject to adjustment. The initial conversion price
represents a premium of approximately 15% over the closing price of Cereplasts common stock on
Nasdaq Capital Market on May 18, 2011. In addition to the shares of common stock, holders of the
notes will receive, if applicable, upon conversion an amount in cash equal to the amount of any
interest, that would have accrued under the notes for the period from the then most recent interest
payment date through and including, June 2, 2014, subject to a cap of approximately two years of
interest payments. The notes will be Cereplasts senior subordinated unsecured obligations which
will rank subordinate in right to payment to all Cereplasts existing and future senior secured
indebtedness. The notes may also be repurchased by Cereplast at the purchasers option on June 15,
2014 or in connection with a change of control of Cereplast. In
addition, if certain fundamental changes to Cereplast occur, holders of the notes may be entitled
to an increased conversion rate. The closing of the offering is expected to take place on or about
May 24, 2011, subject to the satisfaction of customary closing conditions.
Lazard Capital Markets LLC served as lead placement agent for the offering with Roth Capital
Partners, LLC and Ardour Capital Investments, LLC serving as co-placement agents.
The securities offered in this financing transaction have not been registered under the Securities
Act of 1933, as amended (the Securities Act), or applicable state securities laws. Accordingly,
the securities may not be offered or sold in the United States except pursuant to an effective
registration statement or an applicable exemption from the registration requirements of the
Securities Act and such applicable state securities laws. The securities were offered only to
qualified institutional buyers. Pursuant to the terms of the Purchase Agreement, the Company has
agreed to file a registration statement with the Securities and Exchange Commission registering the
resale of the notes issued in the private placement and the shares of common stock issuable upon
conversion of the notes. Any offering of the Companys securities under the resale registration
statement referred to above will be made only by means of a prospectus.
This release does not constitute an offer to sell or the solicitation of an offer to buy the
securities, nor shall there be any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of such state. Any offering of the securities under the resale registration
statement will only be by means of a prospectus.
About Cereplast, Inc.
Cereplast, Inc. (NASDAQ: CERP) designs and manufactures proprietary bio-based, sustainable plastics
which are used as substitutes for petroleum-based plastics in all major converting processes such
as injection molding, thermoforming, blow molding and extrusions at a pricing structure that is
competitive with petroleum-based plastics. On the cutting-edge of bio-based plastic material
development, Cereplast now offers resins to meet a variety of customer demands. Cereplast
Compostables® Resins are ideally suited for single use applications where high bio-based content
and compostability are advantageous, especially in the food service industry. Cereplast
Sustainables Resins combine high bio-based content with the durability and endurance of
traditional plastic, making them ideal for applications in industries such as automotive, consumer
electronics and packaging. Learn more at www.cereplast.com. You may also visit the Cereplast social
networking pages at Facebook.com/Cereplast, Twitter.com/Cereplast and Youtube.com/Cereplastinc.
Safe Harbor Statement
Matters discussed in this press release contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. When used in this press release, the words
anticipate, believe, estimate, may, intend, expect and similar expressions identify
such
forward-looking statements. Actual results, performance or achievements could differ materially
from those contemplated, expressed or implied by the forward-looking statements contained herein.
These forward-looking statements are based largely on the expectations of the Company and are
subject to a number of risks and uncertainties. These include, but are not limited to, risks and
uncertainties associated with: the impact of economic, competitive and other factors affecting the
Company and its operations, markets, product, and distributor performance, the impact on the
national and local economies resulting from terrorist actions, and U.S. actions subsequently; and
other factors detailed in reports filed by the Company.
Contacts:
Cereplast, Inc.
|
Lippert/Heilshorn & Associates, Inc. | |
Public Relations
|
Investor Relations | |
Nicole Cardi
|
Mary Magnani/Tim Dien | |
(310) 615-1900 x154
|
(415) 433-3777 | |
ncardi@cereplast.com
|
cereplast@lhai.com |
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