CUPERTINO, Calif., Jan. 9, 2009 (GLOBE NEWSWIRE) -- Solargen Energy, Inc. ("Solargen"), a Delaware privately-held corporation, and TMEX USA, Inc.. ("TMEX") (Pink Sheets:TMXU), a Nevada-based company whose shares are publicly quoted for sale on the Pink Sheets under the symbol "TMXU.PK," today announced it has entered into a definitive merger agreement ("Merger Agreement") providing for the merger ("Merger") of Solargen with and into a wholly-owned subsidiary of TMEX ("Subsidiary"). The Boards of Directors shall seek the requisite stockholder approval from Solargen, TMEX and the Subsidiary. Under the terms of the Merger Agreement, TMEX shall amend its articles of incorporation, change its name to "Solargen Energy, Inc." and shall apply to change its trading symbol, effective on the closing of the Merger. At the closing of the Merger, the Chief Executive Officer of Solargen, Michael Peterson, and the Chief Financial Officer of Solargen, Adam McAfee, shall be appointed as CEO and CFO, respectively, of TMEX. Further, immediately prior to Closing of the Merger, the existing outstanding shares of TMEX shall be subject to a reverse split on a 2,001:1 basis, resulting in approximately 42,736 shares of TMEX issued and outstanding immediately prior to the merger. Further, TMEX will increase it authorized share capital from 100,000,000 authorized shares of common stock and no authorized preferred stock to 500,000,000 authorized shares of common stock and 100,000,000 authorized shares of preferred stock.
The closing of the Merger is anticipated to occur in January 2009, contingent upon the occurrence of customary conditions to closing and a number of other events, including TMEX amending its name, articles of incorporation and trading symbol. Upon the closing of the Merger, up to 15,010,000 shares of Solargen stock that are issued and outstanding shall automatically be converted into the right to receive one (1) share of TMEX stock (on a post-reverse stock basis), and TMEX shall continue as the surviving corporation. This would result in Solargen stockholders owning approximately 99.7% percent of TMEX immediately after the closing of the Merger, assuming the current numbers of issued and outstanding stock of Solargen and TMEX remain unchanged prior to the closing of the Merger and without taking into account any additional shares which may be issued in connection with capital raising activities.
TMEX USA, Inc., a development stage Nevada corporation formerly known as Swiss Cellular Laboratories, Inc. was incorporated in Nevada on July 29, 1987 as a wholly owned subsidiary of NuTek, Inc., a Nevada corporation. On June 30, 1995, it changed its name to TMEX USA, Inc. TMEX was an international telecommunications provider of wholesale and retail voice, video, date and internet services via a computer network and laser communication connection from the US to Mexico. TMEX listed its shares on the OTCBB market, but failed to remain current on its SEC filings and ceased operations in 2000, after withdrawing its Form SB-1 with the SEC in August 2000. TMEX entered into a Chapter 7 bankruptcy in 2002 and was discharged from bankruptcy in December 2003. Between December 2003 and December 2004, TMEX was considered dormant. On May 11, 2005 a custodian was appointed in Nevada to revive the company, and later the new board began to seek a merger partner. TMEX's shares are currently quoted for sale on the Pink Sheets under the trading symbol "TMXU.PK."
Solargen Energy, Inc. is a development stage Delaware company formed to develop, own and operate large scale solar farms. Solargen was incorporated on October 4, 2006 and has conducted limited business operations and not had any revenues to date. Accordingly, there is no prior operating history by which to evaluate the likelihood of Solargen's success or its ability to exist as a "going concern." Solargen currently has minimal operating capital (approximately $50,000) and relies on capital-raising for operating expenses.
Solargen is focused on developing large-scale solar farms and related services, and Solargen plans to have three primary revenue components:
* Selling solar energy to customers: Solargen anticipates entering into Power Purchase Agreements (PPA) with both commercial and utility entities for the sale of electricity generated from our solar farms. Typical PPAs are defined with an active period of up to 25 years with a potential buyout after the first 5 years of operation. * Selling Renewable Energy Credits, Green Benefits and other government incentives: In many regions of the world, governments are subsidizing solar farm developments with tax credits, renewable energy credits, carbon credits and cash subsidies. Many of these are detachable and can be sold as a commodity. * Solar panel manufacturing and/or installation capabilities: As our potential global footprint of solar farm opportunities expand we are creating partnerships with manufactures to increase their manufacturing capacity. Solargen plans to produce and market solar panels and related services, including the supply and service of its future large scale projects.
Set forth below is information regarding the current board of executive officers and directors of Solargen (anticipated to become the officers and directors of TMEX post Merger) and TMEX.
OFFICERS AND DIRECTORS OF SOLARGEN
The following is a brief description of the business experience and background of our current directors and executive officers:
Michael Peterson, Chairman of the Board, and Interim President and Chief Executive Officer (46). Mr. Peterson has worked in the securities industry in various capacities for over 20 years. In 1987 he helped found one of the first discount brokerage firms and was the registered principal of an Investment Advisory firm. From 1989 to 2000, he was employed by Goldman Sachs & Co. including as a vice president with responsibility for a team of professionals that advised and managed over $7 billion in assets for high net worth individuals and institutions. Mr. Peterson joined Merrill Lynch in 2001 to form and help launch its Private Investment Group and was with Merrill Lynch until July 2004. From July 2004 until January 2005, Mr. Peterson was a self-employed financial consultant. In January 2005, Mr. Peterson joined American Institutional Partners, L.L.C. as a managing partner. On December 31, 2005, Mr. Peterson founded his own investment firm, Pascal Management LLC., a registered investment advisor. Mr. Peterson has served as a member of AE Biofuels, Inc.'s (AEBF.OB) Board of Directors since February 2006. Since May 2008, Mr. Peterson has been a director of Blast Energy, Inc., a lateral drilling oil services company (BESV.OB). Further, Mr. Peterson was formerly a director of Navitas Corporation, an energy company, which merged with publicly traded Pacific Asia Petroleum (PFAP.OB). Further, Mr. Peterson currently serves as Managing Member of Navitas, LLC, a privately held investment holding company. Mr. Peterson received a B.S. in Computer Science and Statistics from Brigham Young University in 1985 and an M.B.A. from the Marriott School of Management at Brigham Young University in 1989.
Eric A. McAfee, Director (46). Mr. McAfee has been an entrepreneur, merchant banker, venture capitalist and farmer/dairyman for over 20 years. Mr. McAfee co-founded AE Biofuels, Inc. (trading under the symbol AEBF.OB) in 2005 and has served as its Chairman of the Board since February 2006. Mr. McAfee was appointed AE Biofuels, Inc. Chief Executive Officer in February 2007. Since 1998, Mr. McAfee has been a principal of Berg McAfee Companies, an investment company. Since 2000, Mr. McAfee has been a principal of Cagan McAfee Capital Partners ("CMCP") through which Mr. McAfee has founded or acquired ten energy and technology companies. In 2003, Mr. McAfee co-founded Pacific Ethanol, Inc. (Nasdaq:PEIX), a West Coast ethanol producer and marketer. Mr. McAfee received a B.S. in Management from Fresno State University in 1986. Mr. McAfee is a graduate of the Harvard Business School Private Equity and Venture Capital Program, and is a 1993 graduate of the Stanford Graduate School of Business Executive Program. Further, Mr. McAfee served for approximately six months as the vice chairman of the Board of Directors of Verdisys, Inc., a publicly traded company in 2003. To resolve potential litigation and to provide resolution of any issues, Mr. McAfee and the Commission entered into a settlement agreement under which Mr. McAfee neither admitted nor denied causing any action by Verdisys, Inc. to fail to comply with Section 10(b) of the Exchange Act and Rule 10b-5 and agreed to a payment of $25,000.
Adam McAfee, Chief Financial Officer (45). Mr. McAfee formerly served as the President of Solargen since inception, and currently serves as the CFO of Solargen. He has twenty years experience as a financial controller and executive with leadership roles in mergers and acquisitions, financial planning and analysis, project finance, operations, audit and enterprise system implementations. He recently served as CFO and was then promoted to CEO of Navitas Corporation, an energy company, which merged with publicly traded Pacific Asia Petroleum (PFAP.OB). Mr. McAfee founded Park Capital Management, LLC, a fund that manages assets acquired through PIPE and private equity investments in technology and renewable energy companies. Mr. McAfee spent more than eleven years in significant corporate finance roles at Apple Computer in the WWFP&A, Sales, R&D and Operations divisions. Further, Mr. McAfee currently serves as Managing Member of Navitas, LLC, a privately held investment holding company. Mr. McAfee currently serves as the President and Chairman of McAfee Charitable Ventures, a private non-profit organization. Mr. McAfee is a Certified Management Account and graduated with an MBA from the University of California, Irvine and Harvard Business School Private Equity and Venture Capital Program.
OFFICERS AND DIRECTORS OF TMEX
The following is a brief description of the business experience and background of the TMEX sole director and executive officer.
Brian Sherer, Sole Director, President (50). Mr. Sherer has served as a Director, President, Treasurer and Secretary of TMEX USA, Inc. since 2006. Since December 2006, Mr. Sherer has also served as a managing director in the Corporate Finance division of Silicon Valley Bank in Santa Clara, California, focusing on arranging and structuring debt and banking solutions for technology and life science firms. Until December 2006, Mr. Sherer served as Senior Vice President, Loan Originations for Wells Fargo Foothill in San Francisco, California, specializing in providing senior and subordinated debt for leveraged acquisitions, re-capitalizations and re-financings. In 2006 and 2007, Mr. Sherer also served as the Treasurer and Secretary of Big Smith Brands, Inc., a Delaware company whose shares were are publicly quoted for sale on the Pink Sheets, and later merged with Pacific East Advisors, Inc., now Pacific Asia Petroleum, Inc. ("PFAP.OB"). Mr. Sherer co-founded Greyrock Capital in 1995 and served as its Managing Director, National Sales Manager through 2001. Greyrock Capital, a subsidiary of Bank of America, specialized in lending to mid-stage software and technology companies. In addition, Mr. Sherer has provided senior and subordinated debt on behalf of a number of leading institutional lenders, including GE Capital, Bank of America and Heller Financial. Mr. Sherer holds a Bachelor of Business Administration from the University of Michigan.
Mr. Sherer intends to resign as a director and officer of TMEX upon consummation of the Merger with Solargen.
Forward-Looking Statements
This press release contains forward-looking statements relating to TMEX's anticipated merger with Solargen, expected benefits of the transaction, and about TMEX. Readers of this press release should be advised and aware that the merger of TMEX and Solargen may not occur. These statements and other statements contained in this press release that are not purely historical fact are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are based on management's beliefs, certain assumptions and current expectations. Words such as "expect(s)," "feel(s)," "believe(s)," "will," "may," "anticipate(s)," and similar expressions and statements about TMEX's and Solargen's market opportunities, future plans and performance, objectives and expectations with respect to future operations and solar development activities, and financial projections and estimates and their underlying assumptions, are all forward-looking statements subject to risks and uncertainties, including, but not limited to: the timing and success of Solargen's solar development efforts, the successful consummation of this Merger, and the ability to raise capital to pursue our business strategy. Readers are cautioned not to place any undue reliance on these forward-looking statements. Actual results may differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. The forward-looking statements contained in this press release are made as of the date hereof, and neither Solargen nor TMEX undertake an obligation to update any forward-looking statements to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Solargen or TMEX.