CINCINNATI, OH -- (MARKET WIRE) -- 05/30/08 -- EarthBlock Technologies Inc. (PINKSHEETS: EBLC) and CoMedia Corporation (PINKSHEETS: CMTN) announced today they have jointly reached an agreement for American Football Alumni Inc. to be acquired by EarthBlock. The agreement calls for a closing as soon as possible following the final due diligence period. The Board of Directors of EarthBlock and American Football Alumni Inc. have approved the terms of the transaction, including the formation of a separate subsidiary for all AFA operations.
American Football Alumni Inc. (AFA) is a privately held company partially owned by CoMedia Corporation, one of its founders. All shareholders of AFA will receive shares of common stock of EarthBlock on a ratio to be determined during the final due diligence period. CoMedia Corporation will remain one of the largest shareholders along with other major shareholders who are the companies and individuals who have contributed to the growth of AFA since its inception in July 2007.
Robert W. Bell, Chairman and CEO of CoMedia Corporation, stated, "We believe that by AFA becoming part of EarthBlock, a reporting public company, will enhance AFA's opportunities for growth and through EarthBlock, AFA will be able to obtain the additional working capital, management and infrastructure needed to pursue its business model." Mr. Bell added, "We believe that having the business of AFA valued in the market place as part of a reporting public company will help maximize the value of our investment in AFA for the benefit of our CoMedia shareholders."
In the binding letter of intent, the parties have agreed to structure the transaction to qualify as a tax free share exchange. The final terms of the transaction have not yet been resolved. Extensive review of the transaction has already been completed and the final closing is subject to approval of the final definitive agreements by both Boards of Directors. Additionally, all other required approvals must be obtained as needed. There can be no guarantee that the parties will reach a final agreement or that the transaction will close on the terms set forth as agreed in the binding letter of intent.
American Football Alumni Inc. (AFA) was formed as a social networking company focused on the 30 million former and current football players and coaches. AFA's social networking web site www.11on11.com and its fan site at www.aFAN.tv are the core of the company's operations. AFA recognizes that former football players are unique individuals who belong to an exclusive fraternity and has created an on-line community and digital social network for those who played the game. Unlike other social networking sites, AFA's sites provide not only a virtual world for developing and advancing relationships with former players and coaches, but a real world, peer-to-peer experience for resurrecting relationships with former teammates and creating interactive dialogue. In addition, AFA plans to sponsor live events among players and coaches.
The goal of this combination of two very talented management teams is utilizing their strengths to further develop AFA and build value for shareholders. At closing, Gregory Pitner will remain as President of EarthBlock and James Hines will continue to serve as CFO. Curtis Watts, President of AFA, will become a Board Member of EarthBlock along with additional new directors and officers to be added in the coming weeks as additional football, entertainment and web marketing personnel are added to the management team. It is anticipated that the EarthBlock construction technologies division will continue to operate as it has in the past.
This release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Expressions of future goals and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements involve a number of risks and uncertainties, including the timely development and market acceptance of products and technologies, successful integration of acquisitions, the ability to secure additional sources of financing, the ability to reduce operating expenses and other factors. The actual results that the company achieves may differ materially from any forward-looking statements due to such risks and uncertainties. The company undertakes no obligations to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.