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Article Excerpt
Transaction Will Mark Completion of GreenShift's Restructuring
NEW YORK -- GS CleanTech Corporation (OTC Bulletin Board: GSCL) and its majority-held subsidiary, GS AgriFuels Corporation (OTC Bulletin Board: GSGF), today announced GS CleanTech's plan to transfer its interest in the capital stock of GS AgriFuels to a new wholly-owned subsidiary of GS CleanTech. After the transfer, the new GS CleanTech subsidiary will merge GS AgriFuels into itself in accordance with the short-form merger procedures provided in Section 253 of the Delaware General Corporation Law. All non-affiliated minority shareholders of GS AgriFuels will receive a cash payment of $0.50 per share as a result of the merger and will thereafter cease to be shareholders of GS AgriFuels. GS AgriFuels will, therefore, cease to be a public company at the conclusion of these transactions.
The completion of these transactions is subject to the consent of GS CleanTech's and GS AgriFuels' senior creditor, YA Global Investments, L.P. ("Global"). GS CleanTech expects to obtain this consent in the near term, based on recent favorable discussions with Global. If the consent is obtained by early January, GS CleanTech expects that it will declare a definitive date for the merger during January 2008, and that it will complete both the merger and the cash distribution within the first 6-8 weeks of 2008.
The short-form merger of GS AgriFuels will be part of a series of transactions that GS CleanTech expects to complete in the next few weeks, involving the restructuring of GS CleanTech's existing debt and the closing of new financing to support the ongoing construction and operation of GS CleanTech's various corn oil extraction systems.
Background on GS AgriFuels Transaction
Ed Carroll, GS AgriFuels' chief financial officer, said that "We have been burning too much cash at the corporate level administering multiple public entities. We believe that taking...
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