SEOUL, KOREA--(Marketwire - December 20, 2010) - Meridian Co., Ltd. ("Meridian" or "the Company") (OTCBB: MRDAF) wishes to announce a restructuring of the Company's management and financing activities ("the Transactions") at the request of current Meridian shareholders ("the Shareholders"). The parties will jointly determine the optimum structure for the Transactions in order to best satisfy tax planning and regulatory & other considerations, including mutually agreed upon performance based milestones.
The terms and conditions under which the parties will agree to carry out the Transactions will include:
1. Three additional members shall be appointed to the board of directors.
The board shall then consist of a total of up to five members.
2. Each additional member shall participate in a Private Placement at
US$0.10 per unit for total proceeds of US$500,000. The units would
include one common share and one common share purchase warrant
exercisable at US$0.25 for six months from the date of the Transactions.
3. An initial US$150,000 shall be released to the Company immediately with
the proviso that the balance of US$350,000 shall be forthcoming by March
10, 2011.
4. The proceeds of the Private Placement shall remain in an escrow trust
account and released to Meridian upon the settlement of outstanding
debts under terms acceptable to the Shareholders.
5. The proceeds shall be expended based upon a mutually acceptable use of
proceeds.
6. The Shareholders shall perform their best efforts to arrange an
additional Private Placement of more than US$3,000,000 on or before
December 10, 2012.
7. All future news releases or public announcements of the Company shall be
approved by incoming board members.
8. Completion of due diligence of Meridian by the Shareholders.
9. Meridian shall not enter into any new distribution agreements or alter
any existing agreements without the prior written consent of the
Shareholders.
10. Meridian shall receive the prior written consent of the Shareholders for
any material decisions involving the operations of Meridian.
The Transactions described above shall occur concurrently upon completion of the requirements.
More About Meridian
Meridian is an established leader in the research/development, manufacturing and sales of advanced medical devices in the healthcare industry. With a dynamic research and development team, Meridian is at the forefront in the development of cutting edge medical technologies. The Company presently holds a total of 5 patents on its technology, and has received FDA approval and Health Canada approval, as well as other international regulatory approvals, for many of its products. Meridian has over 2,000 clients including physicians, hospitals, clinics, healthcare professionals and wellness centers in Korea, USA, Canada, China, Japan and Europe, and continues to successfully market its superior product line to a growing number of clients worldwide.
On Behalf of the board of Directors,
Mr. Inb. Park, President
This press release may contain certain forward-looking information and statements concerning the Company's operations, performance and financial condition. These statements are based upon a number of uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. The document is not intended to be and is not an advertisement for any securities of the Company.
