NB Manufacturing and Xhibit Enter Merger Agreement
GLENDALE, Ariz., May 3, 2012 /PRNewswire/ -- On April 12, 2012, NB Manufacturing, Inc., a Nevada corporation (the "Company") (OTCBB: NBMF), entered into a Merger Agreement with Xhibit LLC, a Nevada limited liability company ("Xhibit"). Xhibit is an interactive developer and cloud based CRM solution provider that through its subsidiaries, SpyFire Interactive, LLC and Stacked Digital, LLC, integrates social media with results-based digital marketing and advertising solutions for top tier advertisers and agency clients.
The contemplated Merger will take the form of a "reverse merger" in which NB Manufacturing Subsidiary, LLC, a Nevada limited liability company that is a wholly owned subsidiary of the Company, will be merged into Xhibit, which will then be a wholly-owned subsidiary of the Company. The owners of Xhibit will receive shares of Common Stock of the Company and will then own approximately 83.2% of the outstanding capital stock of the Company. The Merger is intended to qualify as a non-taxable contribution of its assets and liabilities to the Company in exchange for stock of the Company pursuant to Section 351 of the Internal Revenue Code of 1986, as amended.
Chris Richarde, CEO and President of Xhibit, stated, "Xhibit is part of a multibillion-dollar social media market that is projected to experience compound growth of over 26%* through 2016. I believe that Xhibit's unique position as an integrated social media and digital marketing company offering cloud based solutions will give us a significant advantage in this space, allowing our product offerings an opportunity to earn a major market share with premium clients."
"Becoming a public company is the logical next stage in the evolution of our company," Richarde says.
Completion of the Merger is subject to the satisfaction of certain conditions, which may be waived by the managing bodies of the Company and Xhibit, as applicable. The Merger shall become effective at the time that Xhibit and the Company's subsidiary file the Articles of Merger with the Secretary of State of the State of Nevada.
* Source - (Forrester Forecast 2011)
If and when the merger with Xhibit is completed, of which there can be no assurance, the Company will cease to be a "shell company" and will forthwith provide a more complete description of the business it will commence via its new subsidiary, Xhibit, in a Current Report on Form 8-K under the Securities Exchange Act of 1934.
Cautionary Statement Regarding Forward-Looking Information
This press release may contain certain "forward-looking statements" relating to the business of NB Manufacturing, Inc. and Xhibit LLC. All statements, other than statements of historical fact included herein are "forward-looking statements" including statements regarding the advantages of Xhibit's products and services, anticipated advantages resulting from the merger, whether the merger will occur, the business strategy, plans and objectives of the Company and Xhibit LLC; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects", "intended" or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results and ultimate corporate actions could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including satisfaction of closing conditions for the merger, new products and services developed by other companies, market share garnered by competitors, ability to maintain customer and vendor relationships, and those factors discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov), among other factors. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
NB Manufacturing, Inc.
3410 W. Glendale, Suite D
Phoenix, Arizona 85051
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