SUN VALLEY, Calif., May 13, 2005 (PRIMEZONE) -- Flamemaster Corporation (Nasdaq:FAME) today announced that in response to the Nasdaq Staff Determination letter dated May 5, 2005, and concerns regarding the transactions with The Best Group, the Company and the Best Group have agreed to rescind the closing of the transactions between the parties. (The issuance of 100,000 non-voting convertible preferred by Flamemaster in exchange for 100% of the equity in best candy & Tobacco).
The rescission to be effective by the close of business on May 17, 2005.
The Company continues to believe that the potential acquisition of Best and the contemplated Flamemaster Aerospace Corporation stock distribution is still in the best interest of the stockholders of the company. Accordingly, in connection with the rescission, it is the intention of the Company and The Best Group to enter into a revised agreement containing substantially the same terms and conditions; provided, that the closing of the transaction will be subject to compliance with all Nasdaq Marketplace rules and concerns. If these conditions to closing are not satisfied by June 30, 2005, then either party may terminate the proposed transaction.
The release herein may contain or identify a forward-looking statement. These statements are based on a number of assumptions and estimates, which are inherently subject to uncertainty and contingencies, many of which are beyond the control of the Company and reflect future business decisions, which are subject to change.