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Quotes & Info
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| AGWS.OB > SEC Filings for AGWS.OB > Form 8-K on 7-Jul-2009 | All Recent SEC Filings |
7-Jul-2009
Entry into a Material Definitive Agreement
On July 1, 2009, Advanced Growing Systems, Inc. ("we," "Advanced Growing" or the "Company") entered into a binding letter of intent (the "Letter of Intent") with enVentive Solutions, Inc., a Delaware corporation ("enVentive"). Pursuant to the Letter of Intent, enVentive and the Company will commence the negotiation and preparation of a definitive share purchase agreement (the "Definitive Agreement") whereby the Company will receive 100% of the issued and outstanding shares of enVentive in exchange for common stock of the Company representing approximately 85% of the outstanding shares of common stock on a fully diluted basis (the "Transaction") on or before September 1, 2009. Pursuant to the Letter of Intent, enVentive will become a wholly-owned subsidiary of the Company. In addition, an additional 7.5% earn-out provision will be available for the shareholders of the Company over a 24 month period.
Enventive Solutions, Inc., formerly Venture Chemicals, Inc., was founded in 1977 as a specialty chemical manufacturer for products used in a variety of industrial markets. Enventive holds over 190 worldwide patents and employs over 100 people with a long history of profitable growth. Enventive has also been working as the engineer in reconstructing the manufacturing processes for Organic Growing Systems, Inc., a subsidiary of Advanced Growing, to increase the production capacity to over 200 tons per day. Enventive is also heavily involved in the production of the Organisan II-YS product, which is an adjuvant used in the agricultural marketplace to assist plants in the uptake of nutrients.
The foregoing description of the Letter of Intent and the Transaction is qualified in its entirety by reference to the Letter of Intent attached as Exhibit 10.1 hereto.
Item 9.01. Exhibits.
Exhibit Description
Number
10.1 Letter of Intent between the Company and enVentive Solutions, Inc.,
effective July 1, 2009.
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