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WILMINGTON, Del., Nov. 4 /PRNewswire-FirstCall/ -- Universal Capital Management, Inc. ("Universal") (OTC Bulletin Board: UCMT), a Wilmington, Delaware business development company that provides management and strategic growth resources to emerging growth companies, announced that is has entered into a non-binding letter of intent to acquire all of the business assets, and assume certain liabilities, of Dominion Capital Management, Inc. ("Dominion"), one of its current portfolio companies.
The letter of intent provides that Universal will acquire all of the business assets, and assume certain liabilities, of Dominion in exchange for up to 1,000,000 shares of Universal common stock. The acquisition price is subject to adjustment based upon certain factors, including, future revenues obtained, and performance and other milestones applicable to certain key Dominion employees.
The acquisition is subject to (i) the negotiation and execution of a definitive agreement reflecting the provisions of the letter of intent, including customary representations, warranties and covenants of the parties and other terms and conditions appropriate to a transaction of this nature; (ii) closing by Universal of financing to be used to expand the Dominion business in the amount of at least $15 million on terms and conditions satisfactory to Universal; and (iii) the negotiation, execution and delivery of employment agreements on behalf of certain Dominion key employees.
The final structure of the acquisition has yet to be determined. The closing of the transaction is contemplated to occur within 60-75 days.
Dominion (www.dominioncmc.com) is a privately held development stage company that has established a proprietary risk-mitigating process to offer contract and purchase order financing solutions to small business contractors nationwide. "In our process of helping Dominion obtain its financing, we saw one of the most exciting new business models we have ever looked at, what Dominion is working toward is something Universal wants to be part of. This is a revolutionary idea and one in which Universal can help develop, capitalize and rollout on a national level," said Michael Queen, President and Chief Executive Officer of Universal. He further added, "We believe we are acquiring an incredible business model, along with a seasoned professional management team that will add tremendous value to the entire company."
About Universal Capital Management, Inc.:
Universal Capital Management, Inc., is a publicly traded Business Development Company created under the Investment Act of 1940. Its purpose is to assist its portfolio companies with funding and management to facilitate growth and increase their value. Please refer to the company's website at http://www.unicapman.com.
Forward-looking Statements:
Certain matters discussed in this press release are "forward-looking statements." These forward-looking statements can generally be identified as such because the context of the statement will include words, such as "expects," "should," "believes," "anticipates" or words of similar import. Similarly, statements that describe future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those currently anticipated. Although UCM believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, they cannot give any assurance that their expectations will be attained. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating any forward-looking statements. Certain factors could cause results and conditions to differ materially from those projected in these forward-looking statements, and some of these factors are discussed below. These factors are not exhaustive. New factors, risks and uncertainties may emerge from time to time that may affect the forward-looking statements made herein. These forward-looking statements are only made as of the date of this press release and UCM does not undertake any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
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