CHARLOTTE, NC--(Marketwire - Dec 2, 2011) - On December 1, 2011, Premier Alliance Group, Inc. (
The GreenHouse stockholders would receive, in the aggregate, common stock of Premier representing 40% of the fully diluted Premier common stock (excluding Premier options and warrants) after issuance of the same, less certain shares described below. Premier holds GreenHouse convertible debt and would deduct the Premier shares allocable to the conversion of such debt from such 40% amount. Certain other advances from Premier to GreenHouse would be treated similarly. Hence the actual issuance will be less than 40%.
Some of the Premier shares which otherwise would be delivered to the controlling shareholders of GreenHouse, and certain officers and directors, totaling approximately 30% of the shares to be issued to GreenHouse stockholders, will not be delivered following the merger, but would be delivered to an escrow agent, to be delivered by the escrow agent at a later date upon the achievement of certain revenue goals and the satisfaction of certain indemnification obligations.
Premier is filing a registration statement on Form S-4 with the Securities and Exchange Commission which would serve as its prospectus and Greenhouse's proxy statement in connection with this transaction. Following the effectiveness of such registration statement, GreenHouse expects to hold a special meeting of stockholders to approve the merger, and the parties expect to close the transaction shortly thereafter. It is expected that the merger will be consummated in the first quarter of 2012.
Each of the parties is a reporting company under the Securities Exchange Act of 1934 and its reports can be found by going to www.sec.gov, and then search for companies, and inserting name of Premier Alliance Group, Inc. and/or GreenHouse Holdings, Inc.
About Premier Alliance Group, Inc.
Premier Alliance Group, Inc. (
About GreenHouse Holdings, Inc.
GreenHouse Holdings, Inc. (
Safe Harbor Statement
Certain information contained in this press release may be forward-looking. Actual results might differ materially from any forward-looking statements contained in this press release. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of Premier Alliance Group to be materially different from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates" or "plans" to be uncertain and forward-looking.
Contact Information:
Investor Relations Contact:
Jeff Ramson
ProActive Capital Resources Group
212-792-4321
jramson@proactivecrg.com