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8-K - FORM 8-K - AMERICAN LEARNING Corp | y04717e8vk.htm |
EX-10.21 - EX-10.21 - AMERICAN LEARNING Corp | y04717exv10w21.htm |
EXHIBIT 99.1
AMERICAN LEARNING CORPORATION
ANNOUNCES PROPOSED ACQUISITION AND SALE OF CERTAIN ASSETS
ANNOUNCES PROPOSED ACQUISITION AND SALE OF CERTAIN ASSETS
JERICHO, NY, April 6, 2011: American Learning Corporation (the Company) (NASDAQ:ALRN) is pleased
to announce it has signed a non-binding letter of intent to acquire an 80% interest in an east
coast company which provides educational and behavioral health professionals that has reported
revenues averaging over $30 million per year over the last few years. The Company will have the
option to acquire the remaining 20% interest at a future date.
The proposed acquisition would be accretive to the Companys earnings immediately. Payment for the
proposed acquisition is to be made by a combination of cash and notes payable at closing with an
additional sum based on future earnings. Current management in the company will continue in their
existing capacities. As is customary, the proposed acquisition is subject to due diligence and the
consummation of a legally binding agreement.
Gary Gelman, the Companys President, stated, The proposed acquisition would mark the next step in
the development of the Company and accelerate its expansion plans.
Also, on March 31, 2011, the Company completed the disposition of certain assets of its wholly
owned subsidiary, Interactive Therapy Group Consultants, Inc. (ITG), pursuant to an Asset
Purchase Agreement (the Agreement) among the Company, ITG, Liberty Resources POST, LLC
(Liberty) and John Torrens. In consideration of the purchase price provided for in the
Agreement, the Company sold certain assets related to ITGs business in the upstate region of New
York State. Total compensation to the Company, in the amount of $650,000, consisted of $200,000
in cash and a note receivable in the amount of $450,000. At the closing, $25,000 of the cash
consideration was deposited into an escrow account subject to the assignment of a certain contract
to Liberty by the Company. In addition, the Company released John Torrens, ITGs former President,
from his non-competition agreement for a sum of $100,000 in cash. ITG will continue to
operate in the downstate area of New York State (New York City and Long Island).
American Learning Corporation, through its wholly owned subsidiaries, Interactive Therapy Group
Consultants, Inc. and Signature Learning Resources, Inc., offers a comprehensive range of services
to children with developmental delays and disabilities.
For further information contact: Gary J. Knauer, Chief Financial Officer, American Learning
Corporation, One Jericho Plaza, Jericho, NY 11753; telephone number (516) 938-8000.