2013-01-17 15:09:10 -
OAKVILLE, ON -- (Marketwire) -- 01/17/13 -- Clear System Recycling, Inc. (OTCBB: CLSR) (the "Company") announces that on January 16, 2013 it entered into an Agreement and Plan of Merger (the "Merger Agreement") whereby Experience Art + Design, Inc., f/k/a CI Holdings, Inc., an Oregon corporation, will be merged with and into a wholly-owned subsidiary of the Company and will, upon closing, operate as a wholly-owned subsidiary of the Company. Experience is the holding company for Chiurazzi Internazionale S.r.l. an Italian Corporation. The Merger Agreement is being executed pursuant to an MOU entered into by the Company and Experience announced on September 24, 2012.
Chiurazzi Internazionale S.r.l., owns and operates the Chiurazzi Foundry based in Casoria, Italy, which houses the world renowned Chiurazzi Mould Collection. The collection, comprised of more than 1,650 artistic bronze sculpture moulds taken from original marble masterpieces housed in many of the most famous museums in the world, is essentially the national archive of Italian sculpture and artifacts.
Upon closing of the Merger Agreement, the Company will issue one share of restricted common stock of the Company in exchange for each share of Experience's common stock. The total amount of shares to be issued is anticipated to be 6.6 million common shares of the Company. The Company will acquire 100% of the issued shares of capital stock and all other rights to acquire capital stock of Experience. The Company expects this transaction to close in February 2013. The closing of the Merger Agreement is subject to shareholder approval and certain closing conditions. There can be no assurance that the closing will occur.
Following the closing of the Merger Agreement, Arthur John Carter will resign as a director, and the Board of Directors of the Company will consist of Michael Noonan, a current director of the Company, and Gordon Root and Kenneth Kepp as designated by Experience. Following the closing of the Merger Agreement, Arthur John Carter and Michael Noonan will resign from all offices held with the Company. Gordon Root will serve as President and Kenneth Kepp will serve as the Company's Chief Financial Officer upon closing of the merger.
About Experience Art + Design, Inc. f/k/a CI Holdings, Inc., an Oregon corporation
Experience Art + Design, Inc. is the holding company for Chiurazzi Internazionale S.r.l. In 1890 the Chiurazzi Foundry obtained authorization by the Italian Ministry of Cultural Goods and Activities to enter the National Archeological Museum in Naples, Italy, and take moulds of the entire collection of art and artifacts excavated from the ruins of Pompeii and Herculaneum. The mould making was then expanded to other museums in Italy including the Vatican, the Villa Borghese, the Uffizi Gallery, San Pietro, Vincoli in Rome and the Bargello Museum in Florence. This making of plaster moulds from the original marble and bronze masterpieces was then expanded to the foremost museums of the world that housed art which originated in Italy including the Louvre, the Olympic, the Copenhagen, and the British museums. The mould making was initiated in 1890 and continued through 1972, but the bulk of the moulds were taken from 1890-1939.
Artists represented in the collection include Michelangelo, Bernini, Giambologna, Cellini, Canova, Donatello, and many others. As proscribed by International art protocol, up to 9 full size castings can be made from the mould taken from the original which is considered a "posthumous first edition original", many of which are valued in the millions of dollars per piece. In addition to the originals, there is an extensive collection of masterpiece reductions from the Chiurazzi School, which are cast in limited editions of 299.
This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from the Company's expectations and projections. Risks and uncertainties include, but are not limited to, the satisfaction of closing conditions for the merger, including receipt of regulatory approvals for the transaction, receipt of approval by the shareholders of Experience for the transaction, and the possibility that the transaction will not be completed, or if completed, will not be completed on a timely basis; general industry conditions and competition; economic factors, such as interest rate and currency exchange rate fluctuations; and advances attained by competitors. In addition, if and when the transaction is consummated, there will be risks and uncertainties related to the Company's ability to successfully integrate the business of Experience, as well as the ability to ensure continued performance or market growth of Experience products. A further description of the proposed transaction can be found in the Company's periodic filings with the SEC which are available online at www.sec.gov : ctt.marketwire.com/?release=975308&id=2493079&type=1& ..
. The Company does not undertake to update any forward-looking statements as a result of new information or future events or developments.
Clear System Contact:
docid: 13975308.nitf -->