GIG HARBOR, Wash., March 2, 2005 (PRIMEZONE) -- Nannaco, Inc. (OTCBB:NNNC) announced today that the Company has executed a Letter of Intent to acquire Global Defense Corporation ("GDC"), located in Washington, DC.
The LOI provides for the payment to the Company of cash in stages. Initially GDC will pay $25,000 to the company. At the time a definitive merger agreement is signed, GDC will pay to the company another $125,000. Upon closing the merger GDC will provide an 8% $250,000 Promissory Note payable within 90 days of the closing of the merger. The obligation of GDC to close is conditioned on, among other things, the satisfactory completion of due diligence review by GDC and the reduction of the Company's liabilities to $50,000 or less.
The Honorable Mr. C Thomas McMillen, Chairman of GDC, was formerly a U.S. Congressman, representing a district in the State of Maryland in the House of Representatives from 1987 to 1993. Mr. McMillen has over 18 years of combined experience in government, finance and mergers and acquisitions. In February 2003, Mr. McMillen founded GlobalSecure Corp., a homeland security consolidator focusing on companies serving critical incident responders and where, as Chief Executive Officer until February 2004, he was instrumental in securing $30 million equity capital. In 2003, Mr. McMillen served as Vice Chairman and Director of Sky Capital Enterprises, Inc., a venture capital firm, and Chairman of Sky Capital Holdings, its brokerage affiliate. Mr. McMillen was appointed by President Clinton to Co-Chair the President's Council on Physical Fitness and Sports from 1993 to 1997. Prior to serving in Congress, Mr. McMillen played for 11 years in the National Basketball Association. Mr. McMillen received a BS in chemistry from the University of Maryland, and a Bachelor and Master of Arts from Oxford University as a Rhodes Scholar.
Mr. Paul B. Silverman currently serves as Chief Executive Officer of Global Defense Corp. Mr. Silverman has over 30 years of senior management experience, having served as the CEO of both public and private companies. In 2003, Mr. Silverman assisted in restructuring MobilePro Corporation (OTCBB:MOBL), a publicly traded third generation wireless chip company, and was appointed founding Chairman of the MobilePro Corporate Advisory Board (2003-2004).
Mr. Silverman has also held senior management consulting positions with Coopers and Lybrand, Booz Allen and Hamilton, and from 1991 through 1996 served as CEO for James Martin Strategy, Inc., an international management consulting firm with global headquarters in Amsterdam. He has extensive corporate management experience, including senior positions at GTE, Xerox, SBS, IBM and RCA. Mr. Silverman holds a BS in Physics from CCNY and an MS in Management from Polytechnic University of New York.
The outline of the proposed merger transaction set forth in this press release presents only certain material provisions of the non-binding letter of intent between the parties and is, of course, subject to the terms of the definitive merger agreement which will be executed by the Company and GDC.
GDC is in the business of providing added value to existing companies with products and services relating to the Homeland Security industry. Technologies of interest include, but are not limited to: remote sensing technologies, security assessment and simulation software, surveillance technologies and others. GDC adds value by providing strong and proven management, a highly accomplished advisory board, and the ability to support new technology and business developments through new financing. Currently, GDC is in negotiations to acquire several acquisition targets consistent with its business objective of creating a large scale global security technology firm.
"We are pleased to have concluded this Letter of Intent with Nannaco," said Paul Silverman. "I anticipate prompt completion of this transaction, which provides a strong foundation enabling GDC to achieve its ambitious business objectives of global consolidation of critical homeland security technologies."
Steve Careaga, CEO of Nannaco, expressed delight at signing the Letter of Intent. "We could not be more excited about our opportunity to combine with Global Defense Corp.," he noted. "Homeland Security is currently one of the fastest growing sectors in the United States. Combined government and private sector expenditures are expected to exceed $130 billion in the next five years. I look forward to completing this transaction so that Nannaco shareholders can participate in this exciting and fast growing marketplace."
In a prior press release and in filings with the SEC, the Company disclosed that it intended to merge with NAZZ Productions, Inc., a film production company controlled by Mr. Nick Stagliano. In order to fulfill its obligations to NAZZ and to the trading markets, the Company intends to reorganize NAZZ into a subsidiary of the Company and to perform the undertakings necessary to make NAZZ a stand-alone publicly traded company. The Company's plan includes exploring the possibility of doing a registered spin-out of NAZZ to existing Nannaco shareholders.
More information about Nannaco, Inc. can be found at www.sec.gov and on Global Defense Corp. on its website at www.globaldefensecorp.com.
This press release may contain "forward-looking statements." In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in any forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. Changes in the circumstances upon which we base our predictions and/or forward-looking statements could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: (1) our limited operating history; (2) our ability to pay down existing debt; (3) our ability to retain the professional advisors necessary to guide us through our corporate restructuring; (4) the risks inherent in the investigation, involvement and acquisition of a new business opportunity; (5) unforeseen costs and expenses; (6) potential litigation with our shareholders and/or former or current investors; (7) the Company's ability to comply with federal, state and local government regulations; and (8) other factors over which we have little or no control.
For further information on Nannaco, please contact Steve Careaga at 253-853-3632, or send correspondence to 7235 North Creek loop, Gig Harbor, WA 98335. For further information on Global Defense Corporation, visit the GDC web site at www.globaldefensecorp.com or call 202- 434-6187.