HONOLULU, Feb. 24 /PRNewswire-FirstCall/ -- (OTC Bulletin Board: AMHR; Berlin (WKN) 913541) The previously announced acquisition of 100% of HAPS USA, Inc., the parent company of Hikari Systems Co., Ltd., will be accomplished via an all stock transaction resulting in HAPS USA, Inc. becoming a wholly owned subsidiary of AMHR. HAPS USA, Inc. shareholders will receive 93% voting rights of the merged Company. The stock issued to HAPS USA, Inc. for the acquisition will be a newly created class of non-trading preferred stock that cannot be converted to common for a minimum of three years. Both parties agreed to have no outstanding warrants or options at the time of the closing and AMHR will enter the transaction completely debt free. AMHR will file the appropriate information statement with the SEC and undertake the required shareholder mailing in order to create the new class of non-trading preferred stock necessary for the acquisition.
AMHR is completing the final details of its 10KSB filing for the year ended December 31, 2004 and anticipates releasing it shortly. HAPS USA, Inc. is currently conducting audits through BDO Seidman in preparation for the closing.
HAPS USA, Inc. currently has a Japanese language web site, http://www.haps.co.jp/company.html, and an English language version in development.
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "estimate," "possible" and "seeking" and similar expressions identify forward-looking statements, which speak only as to the date the statement was made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to the effect of government regulation, competition and other material risks.
Investor Relations: Toll free: (888) 918-8847 e-mail: ddfox@sisna.com
American Hospital Resources, Inc.CONTACT: Investor Relations of American Hospital Resources, Inc.,+1-888-918-8847, ddfox@sisna.com
Web site: http://www.haps.co.jp/company.html