Emerald Acquisition Corporation Completes Reverse Merger and Closes $15 Million Financing

Mon Oct 26, 2009 9:11am EDT
 
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Emerald Acquisition Corporation Completes Reverse Merger and Closes $15
Million Financing

    Premier Laiyang Pear Juice Concentrate Producer to Expand its Production
    Capabilities


SHANDONG, China, Oct. 26 /PRNewswire/ - Emerald Acquisition Corporation
("Emerald") today announced that it has completed a reverse merger with Merit
Times International Limited ("Merit Times"), effective October 22, 2009. In
connection with the transaction, Merit Times shareholders received
approximately 21,333,332 newly issued shares of Emerald, or approximately
97.77% of the issued and outstanding Emerald ordinary shares. Pursuant to the
transaction, Merit Times became a wholly owned subsidiary of Emerald.
Simultaneous with the reverse merger, Emerald closed a private placement (the
"Offering") of investment units consisting of a total of 5,032,005 ordinary
shares and five-year warrants (the "Warrants") for the purchase of a total of
2,516,009 ordinary shares of Emerald at an exercise price of $6.00 per share,
for total gross proceeds of $15,096,011. After the completion of both
transactions, Emerald has 26,851,921 shares issued and outstanding.
Grandview Capital, Inc. acted as lead placement agent and Rodman & Renshaw,
LLC ("Rodman"), a subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq:
RODM - News), acted as co-placement agent for the Offering. The Access America
Fund, LP acted as the lead investor.
Merit Times, with its subsidiaries and affiliates, produces fruit juice
concentrate in the People's Republic of China. The company is the only
producer of Laiyang Pear fruit juice concentrate, which is known for its
taste, nutritional and medical benefits, and is utilized as a component for
cosmetics, animal feed, baby food, respiratory pharmaceuticals and other
products. In January, 2009, the Company was granted the exclusive rights to
produce the Laiyang Pear juice concentrate by the Laiyang government for a
period of 30 years. The company's products are distributed in Shandong,
Guangdong, Liaoning and Jiangsu provinces.
Merit Times experienced revenue growth of 14.1% in fiscal year 2008 and
expects to grow further by constructing additional production facilities.
Merit Times generated over $74.2 million in sales, and over $11.6 million in
after-tax net income in fiscal year 2008.
Emerald expects to use the net proceeds from the Offering for the construction
of a new manufacturing facility and a refrigerated warehouse to expand
production of its processed fruit concentrate, to initiate production of its
bio animal feed product, and for professional fees and general working
capital.
"We are pleased to complete our first-ever external fundraising in the U.S.
capital markets and would like to thank our new shareholders for their
commitment to our Company. These funds will be utilized to expand our
facilities so we can capitalize on the market demand for our products
throughout China while meeting our "Make Good" commitments of $14 million in
net income for calendar 2009 and $18 million in net income for calendar 2010,"
the Company CEO Mr. Jiang stated. "Our plans include applying for a formal
listing of our ordinary shares on a major U.S. exchange during the coming
year."
This press release does not constitute an offer to sell or the solicitation of
an offer to buy nor will there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such state or
jurisdiction.
Emerald has filed a Current Report on Form 8-K with the Securities and
Exchange Commission describing in more detail the terms of the reverse merger
and the private placement.

About Emerald Acquisition Corporation

Emerald, with its subsidiaries, is a producer of fruit juice concentrate in
the PRC, which specializes in processing, producing and distributing Laiyang
Pear fruit juice concentrate. The Laiyang Pear only grows on both sides of
Five Dragon River in Laiyang City due to unique climate and environmental
factors. The company has been granted by the Laiyang government as the
exclusive producer of Laiyang Pear juice concentrate beginning in January 2009
for a period of 30 years. Besides the Laiyang Pear fruit juice concentrate,
which is known for its taste, nutritional and medical benefits, and
application in cosmetics, animal feed, baby food, respiratory pharmaceuticals
and other products, the Company also produces apple and strawberry fruit juice
concentrate. Emerald's products are distributed in Shandong, Guangdong,
Liaoning and Jiangsu provinces.

Safe Harbor Statement

This press release contains "forward-looking statements" within the meaning of
the "safe-harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Such statements involve known and unknown risks, uncertainties and
other factors that could cause the actual results of the Company to differ
materially from the results expressed or implied by such statements, including
changes from anticipated levels of sales, future national or regional economic
and competitive and regulatory conditions, changes in relationships with
customers, access to capital, difficulties in developing and marketing new
products, marketing existing products, customer acceptance of existing and new
products, and other factors. Additional Information regarding risks can be
found in the Company's Annual Report on Form 10-K and in the Company's recent
report on Form 8-K filed with the SEC. Accordingly, although the Company
believes that the expectations reflected in such forward-looking statements
are reasonable, there can be no assurance that such expectations will prove to
be correct. The Company has no obligation to update the forward-looking
information contained in this press release.


CONTACT: Investors: Matt Hayden, HC International Office, (561) 245-5155,
www.hcinternational.net

SOURCE  Grandview Capital, Inc.

Investors: Matt Hayden, HC International Office, (561) 245-5155,
www.hcinternational.net

 

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