omniture

The Parkview Group Announces Reverse Merger with Anhui Taiyang Poultry and Completes $5 Million Private Placement

2010-11-16 16:16 1663

ANHUI, China, Nov. 16, 2010 /PRNewswire-Asia-FirstCall/ -- The Parkview Group, Inc. (OTC Bulletin Board: PKVG), announced the reverse merger with Anhui Taiyang Poultry, a vertically integrated duck breeder, processor and distributor and the completion of a $5 million private placement to fund future growth. Laidlaw & Company (UK) Ltd. acted as the placement agent.

Anhui Taiyang Poultry Co., Ltd. ("Taiyang") was established in 1996 by Mr. Wu Qiyou who serves as the Chief Executive Officer and Chairman, and is principal shareholder. Located in Ningguo City, Anhui Province, China, Taiyang raises, processes and markets ducks and duck related food products through three business lines. Taiyang has the capability to manufacture its own feed and utilize the internal production stock to supply the food processing unit, thus reducing operating costs. All three of Taiyang's units are fully integrated to maximize production efficiency, operating leverage and profits. For the six months ended June 30, 2010, Taiyang generated $19.6 million in revenue and $3.2 million in net income.

Taiyang's current production units include 100,000 tons of feed, 600,000 parent duck seedlings, 30 million commercial duck seedlings, and processing capacity of 15 million ducks.

  • The breeding unit specializes in the breeding, hatching and cultivation of ducklings for resale and processing by Taiyang's food processing unit, comprised of a system of grandparent, parent and production stock.  
  • The food processing unit is a highly automated slaughtering line with an annual processing capacity of 15 million ducks, and distributes in excess of 100 different kinds of products to supermarkets and restaurants throughout central and eastern China under the brand name "Hao Yang Tian."
  • The feed processing unit plant is an advanced computerized facility that processes, packages and loads/unloads various types of feed. This unit has annual production capacity of 100,000 tons and houses an adjacent production development and quality testing institution.
In China, the major consumer markets of ducks are located in the middle to lower regions of the Yangtze River, especially in cities such as Nanjing, Shanghai and Hangzhou. Taiyang is currently dominant leading producer in these key areas. Additionally, Taiyang is strategically located in an area with no industrial pollution and an abundance of fresh water, both contributing to a better quality product and improved brand image.

Taiyang intends to utilize the majority of the net proceeds to add a cooked food processing line. The market for pre-packaged, ready-to-eat meals in China is growing rapidly and Taiyang intends to leverage its existing "Hao Yang Tian" name brand. Upon the completion of the new product line, Taiyang will have the ability to increase its gross profit margin through the sale of the higher-margin ready-to-eat meals.

Wu Qiyou, Chief Executive Officer and Chairman of the Board of Directors commented, "We are very pleased to become a U.S. publicly listed company and thank our new investors, along with our partners at Laidlaw & Company for contributing the capital necessary for us to implement our growth strategy." Mr. Wu continued, "Having operated successfully for nearly 15 years, today our company consists of three complementary business units. Although each unit has its own business model the overall financial strategy remains the same, to integrate each unit together to maximize production efficiency and profits. In doing so, we save by leveraging shared overhead, reduced marketing, distribution and transportation costs. We also pride ourselves in offering the best quality product possible and our recognized brand resonates this message throughout the market. Our location and the environmental controls we have implemented have all contributed to our success and reputation we have built within the industry. We are extremely optimistic about the opportunity to drive incremental growth by offering pre-packaged duck products to consumers, a rapidly growing vertical market in the food services industry."

Parkview Group Reverse Merger Transaction:

On November 10, 2010, The Parkview Group executed and consummated a share exchange agreement with Dynamic Ally, British Virgin Islands company. All of the business operations of Dynamic Ally are carried out by Taiyang, which Dynamic Ally controls through contractual arrangements. Through Taiyang, Dynamic raises, processes and markets ducks and duck related food products through three business units. In the Reverse Merger Transaction, Dynamic Ally's shareholders exchanged its shares of Dynamic Ally for newly issued shares of Common Stock of Parkview. As a result, upon completion of the Reverse Merger Transaction, Dynamic Ally became Parkview's wholly-owned subsidiary.

Private Placement Details:

On November 10, 2010, The Parkview Group closed on a private placement aggregate cash gross proceeds of $4,450,072 at a price of $8.00 per Unit and the exchange of $549,984 in previously issued debentures that were converted into Units at a price of $6.00 per Unit. Each Unit consisted of four shares of common stock and one warrant. Each warrant entitles the holder to purchase one share of common stock at an exercise price of $4.00 per share, has a term of three years and is subject to a call provision if the closing bid price of our common stock equals or exceeds $8.00 per share for five consecutive trading days, subject to our common stock being traded on either the New York Stock Exchange, NASDAQ or NYSE Amex and there being an effective registration statement for the resale of the shares of common stock underlying the warrants.  The warrants are exercisable on a cash only basis.  Laidlaw & Company (UK) Ltd. acted as the placement agent.  Total cash commissions paid on the private placement were $356,006, plus a warrant to purchase 200,002 shares of common stock at an exercise price of $4.00 per share.

Make Good Provision:

As part of the private placement agreement, 30% of the shares of Firm Success International, Ltd., the principal shareholder after the reverse merger and the financing, have been placed in escrow pending achievement of $6,939,889 in adjusted net income as defined as audited net income plus stock based compensation charges associates with closing the share exchange agreement plus cash based transaction expenses up to $705,000 for the year ended December 31, 2010.

About Anhui Taiyang Poultry Company:

Taiyang, founded in 1996, raises, processes and markets ducks and ducks related food products through three business lines. Taiyang specializes in the breeding, hatching and cultivation of ducklings for resale and processing by the Company's food processing unit, production of duck feed for internal use and external sales, and processing of ducklings into frozen raw food product for commercial resale. Current production unit capacity includes 100,000 tons of feed, 600,000 parent duck seedlings, 30 million commercial duck seedlings, and processing capacity of 15 million ducks. Strategically located in Ningguo City, Anhui Province, China, Taiyang operates in accordance with European, Japanese and Korean standards and is certified as a pollution free agricultural product by the national government.

Safe Harbor

Certain statements in this news release are forward-looking, including (without limitation) growing revenues and earnings, expected results from current projects and attracting new business.  Undue reliance should not be placed on such forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond the Company's control. The Company's actual results, performance and trends could differ materially from those indicated or implied by such statements as a result of various factors, including (without limitation) the continued strengthening of Taiyang's selling and marketing functions, continued customer satisfaction, contract renewal, new product development, continued availability of capable dedicated personnel, continued cost management, success and availability of acquisitions, availability of financing and other factors, as well as by factors applicable to most companies such as general economic, competitive and other business and civil conditions.  Information regarding certain of those and other risk factors and cautionary statements that could affect future results, performance or trends is discussed in the Company's Current Report on Form 8-K filed with the SEC on November 15, 2010.  All of the Company's forward-looking statements are expressly qualified by all such risk factors and other cautionary statements.  The information set forth herein speaks only as of the date hereof.

Investor Contact:


HSC Global, an affiliate of HC International, Inc.


Alan Sheinwald, Managing Director


(914) 669-0222


Alan.Sheinwald@HSCGlobal.net



Source: The Parkview Group, Inc.
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