ORLANDO, Fla., March 27, 2008 (PRIME NEWSWIRE) -- Promotora Valle Hermoso, Inc. ("Promotora") (OTCBB:PVHI) announced today that it has signed a definitive agreement to acquire the Russian 494 UNR, Open Joint Stock Company ("UNR"). Under the proposed terms of the agreement, Promotora will acquire UNR for $51,250,000 in Promotora Valle Hermoso common stock. The value of the Promotora shares will be based upon the Thursday, March 19, 2007 closing market price of $2.50 per share. Upon successful completion of the financial audit and due diligence process, Promotora will issue UNR 20,500,000 PVHI common shares.
UNR is a Russian Corporation headquartered in the town of Broniti, suburb of Moscow. UNR has over 40 years' experience in the Russian construction market specializing in the construction of residential, commercial and industrial projects. (http://www.494unr.ru/en/index.html)
Unaudited Financial Statements for OJSC 494 UNR:
Unaudited Statement of Operations in U.S. Dollars
PERIOD ENDING 30-Sep-07 30-Jun-07 31-Mar-07 31-Dec-06
Total Revenue $49,158,518 $26,832,477 $5,047,386 $72,678,277
Cost of Revenue 47,996,507 25,825,868 4,862,339 70,903,601
------------------ ----------- ----------- ---------- -----------
Gross Profit 1,162,011 1,006,609 185,047 1,774,676
Operating Expenses
Research Development -- -- -- --
Selling General
and Administrative -- -- -- --
Non Recurring -- -- -- --
Others 2,321,578 1,133,526 180,666 1,600,067
Total Operating
Expenses 2,321,578 1,133,526 180,666 1,600,067
------------------ ----------- ----------- ---------- -----------
Operating Income
or Loss (1,159,567) (126,917) 4,381 134,669
Income from Continuing Operations
Total Other Income/
Expenses Net 1,300,502 185,762 1,845 114
Earnings Before
Income Taxes 140,925 58,845 6,226 174,723
Interest Expense -- -- -- --
Income Before Tax -- -- -- --
Income Tax Expense 33,824 14,123 1,499 36,961
Minority Interest -- -- -- --
------------------ ----------- ----------- ---------- -----------
Net Income $ 107,110 $ 44,722 $ 4,727 $ 137,762
About Promotora Valle Hermoso:
Promotora Valle Hermoso invests financial resources in housing projects in Quito, Ecuador and its suburbs. Its goal is to build real estate which offers comfort and space to families preferring a lifestyle in a harmonious and peaceful environment. Housing inner-areas have natural lighting, resulting in energy savings, and are equipped with modern technology installations.
Promotora Valle Hermoso targets a housing deficit of 1,200,000 houses in a country that has a yearly growth of just 60,000 housing solutions. The efficient structure of Promotora Valle Hermoso allows building fast economy housing and targets providing the middle-class population with affordable living.
More detailed information on the housing projects can be found on the Promotora Valle Hermoso corporate website: http://www.promotoravh.com/indexe.html.
The Promotora Valle Hermoso, Inc. logo is available at http://www.primenewswire.com/newsroom/prs/?pkgid=2777
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements (within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934) regarding us and our business, financial condition, results of operations and prospects. Forward-looking statements in this report reflect the good faith judgment of our management and the statements are based on facts and factors as we currently know them. Forward- looking statements are subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements which speak only as of the date of this press release. We undertake no obligation to revise or update any forward- looking statements in order to reflect any event or circumstance that may arise after the date of the press release. It is possible that the merger transaction may not be completed.