Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - CONCIERGE TECHNOLOGIES INC | cncg_8k.htm |
| EX-10.1 - STOCK PURCHASE AGREEMENT - CONCIERGE TECHNOLOGIES INC | cncg_ex101.htm |
Exhibit 99.1
Concierge
Technologies Enters Into Stock Purchase Agreement To Acquire
Wainwright Holdings Inc.
VALLEY
CENTER, CA / September 19, 2016 / Concierge Technologies, Inc.
(CNCG) (the "Company"), today announced that it has entered into a
definitive agreement with Wainwright Holdings Inc.
(“Wainwright”) and certain shareholders of Wainwright
to acquire shares of Wainwright representing approximately 97% of
the issued and outstanding shares. Prior to the closing, the
Company intends to make offers to acquire the remaining shares. If
the Company acquires 100% of the issued and outstanding shares of
Wainwright, based on a valuation of $85 million and a per share
price of Company common stock of $0.0845, the Company will issue
818,799,976 shares of Company common stock and 9,354,118.85 shares
of Company preferred stock in exchange for the Wainwright
shares.
Wainwright was
formed as the holding company of Ameristock Corporation, an
investment adviser formed in 1995 by Nicholas Gerber, Andrew Ngim,
and Robert Nguyen, as the adviser to The Ameristock Mutual Fund, a
large cap equity fund. Wainwright owns United States Commodity
Funds LLC (“USCF”), a Commodity Futures Commission
registered commodity pool operator, and USCF Advisers
LLC(“Advisers”), a Securities and Exchange Commission
registered investment advisor, who together have over $4.5 billion
in assets under management spread across 12 exchange traded
products and funds including United States Oil Fund (ticker USO),
United States Natural Gas Fund (ticker UNG), United States
Commodity Index Fund (ticker USCI), United States Natural Gas Fund, LP
(UNG), United States 12 Month Oil Fund, LP (USL), United
States Gasoline Fund, LP (UGA), United States 12 Month Natural
Gas Fund, LP (UNL), United State Brent Oil Fund, LP (BNO), United
States Short Oil Fund, LP (DNO), United States Diesel-Heating Oil
Fund, LP (UHN), United States Copper Index Fund (CPER) and United
States Agriculture Index Fund (USAG), and the Stock Split
Index Fund (ticker TOFR).
Nicholas Gerber,
CEO and principal shareholder of Concierge Technologies and
Wainwright commented, "I am exceptionally happy to finally bring
together Wainwright and Concierge. It is a deal I have been
dreaming about for some time that will align the overlapping
interests of the principal shareholders of both Concierge and
Wainwright all in one place for the first time ever. Once this is
done, we can grow both companies by expanding our current
businesses and by looking for other profitable established firms
with management in place that have a need for ownership
change. Actions speak louder than
words. It is one thing to say Concierge is a good home for
firms, it is another to show it by actually bringing Wainwright
into it."
The
planned acquisition remains contingent upon various conditions
being met before closing, including the receipt of an independent
valuation and fairness opinion for the benefit of the Concierge
shareholders, the approval by Concierge shareholders, and the
receipt by the selling Wainwright shareholders of certain
information from Concierge, as well as meeting regulatory
requirements that are usual and customary for transactions of this
nature. The steps required to close the transaction are expected to
happen before the end of 2016.
As a
result of the transaction, current shareholders of Wainwright will
become shareholders of Concierge. Mr. Gerber, along with certain
family members and certain other Wainwright shareholders, currently
own the majority of shares in Concierge as well as Wainwright.
Following the closing of this transaction, he and those
shareholders will continue to own the majority of Concierge voting
shares.
About
Concierge Technologies, Inc.
Concierge
Technologies, Inc. operates through its wholly-owned subsidiaries
Gourmet Foods, Ltd. in Tauranga, New Zealand, (acquired August 11,
2015) a commercial-scale manufacturer and distributor of New
Zealand gourmet meat pies marketed under brand names
“Pat’s Pantry” and “Ponsonby Pies”
throughout area supermarkets and convenience stores; Brigadier
Security Systems, (acquired on June 2, 2016) an alarm installation
and monitoring firm in Saskatoon Canada; and Kahnalytics, Inc.
(launched in 2015) a US based provider of live streaming mobile
video, vehicle tracking and driver behavior data Management
is actively seeking the acquisition of established enterprises with
a high likelihood of profitability to add to its growing, diverse
portfolio of operating businesses.
About
Wainwright Holdings Inc.
Wainwright was
founded in March 2004 as the holding company or Ameristock
Corporation, an investment adviser to The Ameristock Mutual Fund,
Inc., a registered 1940 Act large cap value equity fund. Wainwright
no longer owns Ameristock Corporation. In May 2005, USCF was formed
as a wholly-owned subsidiary of Wainwright. USCF is a registered
commodity pool operator with the Commodity Futures Trading
Commission and a member of the National Futures Association. In
June 2013, Advisers was formed as a wholly-owned subsidiary of
Wainwright, and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended. Together USCF and
Advisers manage 12 exchange trade products and funds.
This
release may contain "forward-looking statements" that include
information relating to future events and future financial and
operating performance. Forward-looking statements should not be
read as a guarantee of future performance or results, and will not
necessarily be accurate indications of the times at, or by, which
that performance or those results will be achieved. Forward-looking
statements are based on information available at the time they are
made and/or management's good faith belief as of that time with
respect to future events, and are subject to risks and
uncertainties that could cause actual performance or results to
differ materially from those expressed in or suggested by the
forward-looking statements.
For a
more detailed description of the risk factors and uncertainties
affecting Concierge Technologies or its subsidiary companies,
please refer to the Company's recent Securities and Exchange
Commission filings, which are available at the Company's website or
at www.sec.gov.
For
more information about Concierge Technologies, Inc. and its
subsidiaries:
Concierge
Technologies, Inc.: www.conciergetechnology.net
Nicholas Gerber,
CEO: ngerber@conciergetechnology.net
David
Neibert, CFO: dneibert@conciergetechnology.net
Tel:
866.800.2978 ext. 3
For
additional information regarding USCF and Advisers funds,
write: ALPS Distributors,
Inc. 1290 Broadway, Suite 1100, Denver, CO 80203,
or call 1-800-920-0259