GIG HARBOR, Wash., March 8, 2005 (PRIMEZONE) -- Nannaco, Inc. (OTCBB:NNNC), which announced on March 2nd its intention to acquire Global Defense Corporation ("GDC"), announced today that GDC has informed Nannaco that GDC has received a $10.6 million funding commitment from Cornell Capital.
The financing commitment includes a Standby Equity Distribution Agreement ("SEDA" or "Equity Line"). The Equity Line provides that, subject to the securities of GDC being publicly traded, Cornell Capital will buy up to $10,000,000 of the publicly traded securities of GDC in private transactions at a negotiated discount to market price. The SEDA will provide the Company with tremendous financial flexibility as it continues to grow.
Paul Silverman, President and CEO of GDC said, "We are greatly encouraged by the support of our plan of operations that Cornell's confidence in us and in our business plans demonstrates. The Cornell financing will play a key role in our overall financing plan, serving as both a credit enhancement for debt securities and providing a degree of risk mitigation for new private equity investors. This financing commitment shows further that the capital markets support our business model of acquiring critical technologies in the homeland security market."
Steve Careaga, CEO of Nannaco, said "We have repeatedly stated in our plans and in our public disclosures that access to capital is a significant contingency to the future success of Nannaco. Our intended merger candidate has clearly demonstrated that they have the ability to remove that contingency."
In a prior press release and in filings with the SEC, the Company disclosed that it has entered into a non-binding letter of intent to merge GDC with and into a subsidiary of Nannaco created specifically for that purpose. 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.
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.