SurePure Investment Holding AG Announces Plan to Merge with SOEFL, Inc.

July 29, 2011 | In: Info


TMCNet:  SurePure Investment Holding AG Announces Plan to Merge with SOEFL, Inc.

[July 28, 2011]


ZUG, Switzerland –(Business Wire)–

SurePure Investment Holding AG (SurePure) has entered into an Agreement
and Plan of Merger with SOEFL, Inc. (Soefl) (OTCBB: SOEF), with
unanimous approvals of the boards of directors of both companies. The
transaction is anticipated to close in September 2011, subject to
SurePure shareholder approval and customary closing conditions as set
forth in the Agreement Plan of Merger. Upon consummation of the
transaction, SOEFL will change its name to SurePure, Inc.

SurePure’s liquid photo-purification (ultraviolet) technology purifies
turbid liquids including milk, beer, fruit juice, wine, carbonated
beverages and a variety of industrial applications, including water.
SurePure’s patented technology uses ultraviolet light to provide a green
alternative to heat and chemicals in the purification of turbid liquids.

The process enables the food and beverage industry to increase the
quality and food product safety while reducing operating costs through
energy-saving efficiencies. The Company has received indications of
interest from US dairy producers relative to participation in FDA
commercial trial programs. The process of submission to European
regulatory authorities for dairy Novel Foods acceptance has begun in
cooperation with commercial partners.

Approval for the use of UV for fruit juice has already been granted by
the FDA and Novel Foods approval is not required for the current
brewing-industry applications.

SurePure’s technology has been positively tested by the following
Research Institutions: University of Wisconsin, UC Davis Veterinary
Training and Research Center, CaliforniaPolytechnic, Cornell
University, Queens College – Belfast, Northern Ireland, University
Stellenbosch – South Africa and the University of Western Cape – South
Africa.

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In consideration of the transfer of 100% of the issued shares in
SurePure, SOEFL will deliver the following compensation to SurePure
and/or its beneficial shareholders: Upon final closing, an issuance of
26,822,215 common shares of SOEFL restricted common stock in exchange
for all the issued and outstanding shares in SurePure, to the effect
that SurePure shareholders will hold approximately 60% of the issued and
outstanding shares of common stock of SOEFL, collectively having
shareholder control. Separately, a wholly-owned subsidiary of SOEFL will
merge with SurePure, with the effect that SurePure will be a
wholly-owned subsidiary of SOEFL.

“We are pleased to have entered into an agreement with SOEFL. SurePure
welcomes the opportunity to become a reporting issuer and publicly
traded company. The transaction is designed to provide SurePure with
better access to capital markets to develop its business and build
shareholder value,” stated SurePure Group CEO Guy Kebble.

Forward-Looking Statements

Information in this news release may contain statements about future
expectations, plans, prospects or performance of SurePure Investment
Holding AG that constitute forward-looking statements for purposes of
the Safe Harbor Provisions under the Private Securities Litigation
Reform Act of 1995. The words or phrases “can be,” “expects,” “may
affect,” “believed,” “estimate,” “project” and similar words and phrases
are intended to identify such forward-looking statements. SurePure
Investment Holding AG cautions you that any forward-looking information
provided by or on behalf of SurePure Investment Holding AG is not a
guarantee of future performance. SurePure Investment Holding AG actual
results may differ materially from those anticipated in such
forward-looking statements as a result of various important factors,
some of which are beyond SurePure Investment Holding AG control. In
addition to those discussed in SurePure Investment Holding AG press
releases, public filings, and statements by SurePure Investment Holding
AG management, factors that could materially affect these
forward-looking statements and/or predictions include, among other
things: whether SurePure’s anticipated merger with SOEFL closes,
SurePure Investment Holding AG’s estimate of the sufficiency of its
existing capital resources, SurePure Investment Holding AG’s ability to
raise additional capital to fund future operations of SurePure
Investment Holding AG, ability to repay its existing indebtedness, the
uncertainties involved in estimating market opportunities, and in
identifying contracts which match SurePure Investment Holding AG
capability to be awarded contracts. All such forward-looking statements
are current only as of the date on which such statements were made.
SurePure Investment Holding AG does not undertake any obligation to
publicly update any forward-looking statement to reflect events or
circumstances after the date on which any such statement is made or to
reflect the occurrence of unanticipated events.

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