Fresh America Announces Agreement in Principle for $5 Million Equity Financing Proposal


DALLAS, May 31, 2001 (PRIMEZONE) -- Fresh America Corp. (Nasdaq:FRES), a major North American fresh produce distribution company, announced today that it has entered into an agreement in principle with respect to a $5 million equity financing proposal with a private equity fund. Fresh America has also received extensions of its senior credit facility through July 30, 2001 and an extension for the semi-annual interest payment on its subordinated debt to August 1, 2001 in order to allow for the negotiation of a definitive agreement with respect to such equity-financing proposal.

Colon Washburn, President and CEO commented, "We have made dramatic progress over the last eighteen months in restructuring the operations of the Company and are now making significant progress on resolving the financial issues as well." Fresh America previously announced that it has reduced the amount owed under its senior credit facility from $21.2 million as of February 25, 2000, to $6.2 million as of April 30, 2001. Annualized overhead expenses have been reduced by approximately 25% since year-end.

The Company also announced that its common stock is now trading on the Pink Sheets under the Symbol "FRES."

The financing proposal is subject to various conditions including negotiation and executing of definitive agreements, satisfactory due diligence, approval of the Company's board of directors, the consent of the Company's senior and subordinated lenders, approval by the Company's stockholders of an increase in the Company's authorized common stock and other customary conditions. There can be no assurance that the Company will be able to negotiate a satisfactory definitive agreement or complete the contemplated transaction with the current private equity fund or further extend its senior credit or subordinated debt facilities past the current extension periods. Such extensions will be necessary in order to have sufficient time to allow for stockholder approval of the increase in the Company's authorized common stock. There can also be no assurance that an alternative source of funding will be found, if the contemplated transaction is not completed.

About Fresh America

Fresh America is an integrated food distribution management company that operates facilities located in Dallas and Houston, Texas; Scranton and Wilkes-Barre, Pennsylvania; Richmond, Indiana; Atlanta, Georgia; Chicago, Illinois; and Los Angeles, California.

Forward-looking Statements

This announcement may contain forward-looking statements that are subject to significant risks and uncertainties. Although Fresh America believes that the expectations reflected in its forward-looking statements are reasonable, Fresh America can give no assurance that such expectations or any of their forward-looking statements will prove to be correct, and future results may differ from those discussed in this press release. Important information regarding the factors that may affect Fresh America's future performance is included in the public reports that Fresh America files with the Securities and Exchange Commission. Fresh America disclaims any intention or obligation to revise any forward-looking statements whether as a result of new information, future event, change in expectations, conditions or circumstances, or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The inclusion of any statement in this release does not constitute an admission by Fresh America or any other person that the events or circumstances described in such statement are material.


            

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