NEWPORT BEACH, CA–(Marketwired – May 30, 2013) – W270, Inc. (OTCQB: WSTY) (OTCBB: WSTY) today announced that it has entered into a binding Agreement and Plan of Merger (Merger Agreement) with Saleen California Merger Corporation, Saleen Florida Merger Corporation, SMS Signature Cars, Saleen Automotive, Inc. and Steve Saleen. SMS Signature Cars and Saleen Automotive, Inc. (the Saleen entities) operate a performance automotive enterprise that manufactures and sells high-end sports cars and related parts. Subsequent to the anticipated closing of the merger transactions, the business operations of the Saleen entities will comprise the Company’s business operations.
The closing of the merger transactions is subject to several conditions, including without limitation, satisfactory completion of the Company’s due diligence investigation and the Company’s entry into a definitive agreement regarding the sale of at least $3,000,000 in senior secured convertible notes. If the merger transactions are consummated, the Saleen entities will become wholly-owned subsidiaries of the Company and Steve Saleen and the other holders of Saleen Automotive’s common stock will hold approximately 93% of the Company’s outstanding shares immediately after the merger transactions. There can be no assurance that the conditions to the closing of the merger transactions will be satisfied, or that the merger transactions will be consummated.
In addition, the Company has declared for stockholders of record of its common stock as of May 23, 2013, subject to the closing of the merger transactions, a per share dividend of $0.035 in cash. The Company shall pay and issue such dividend within ten (10) business days after the closing date of the merger transactions.
On May 30, 2013, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission and directs interested parties to such filing and the documents attached thereto as exhibits for further information regarding the merger transactions.