NEW YORK, Apr 23, 2007 (BUSINESS WIRE) -- GreenShift Corporation (OTC Bulletin Board: GSHF) today provided its shareholders with an update regarding the Company's planned merger with GS CleanTech Corporation (OTC Bulletin Board: GSCT) and GS Carbon Corporation (OTC Bulletin Board: GSCR) GreenShift previously announced its execution of an agreement to merge GreenShift, GS CleanTech and GS Carbon pursuant to which holders of GS CleanTech common stock were to receive 1 share of GreenShift common stock for each 3 shares owned in GS CleanTech and holders of GS Carbon common stock were to receive 1 share of GreenShift common stock for each 3 shares owned in GS Carbon.
Improved Structure
"We have received a great deal of feedback from our shareholders regarding our previously announced merger," said Kevin Kreisler, GreenShift's chairman and chief executive officer and the chairman of GS CleanTech and GS Carbon. "While we strongly believe in the need to rationalize our capital structure, we are currently re-evaluating the structure of the GreenShift - GS CleanTech - GS Carbon reorganization with a view towards materially enhancing the terms for our minority shareholder constituencies and maximizing value for all of our shareholders. At a minimum, the new structure will improve the rate of exchange for the GS CleanTech minority shareholders, include steps to reduce and eliminate preferred stock, and materially reduce my own personal stake in GreenShift as well as the combined entity. We will make additional disclosures on this shortly as soon as we complete our review."
The Company believes that rationalization of its capital structure is necessary and strategic for several reasons, including:
-- the reduction of operational overlap and redundancies,
-- the promotion of a unified vision among our employees,
-- the reduction of confusion to third parties such as customers, vendors, creditors, shareholders and other stakeholders,
-- the reduction of the focus, capital, and other resources required to administer multiple public entities as a result of the decreased complexity, and
-- increasing the ability of our management to focus on enhancing earnings, strengthening our consolidated balance sheet, and creating value for our shareholders.
Operational Activities
Kreisler added: "In the meantime, and despite our recent emphasis on corporate restructuring, each of our operating groups remain focused on executing their respective business models. GS CleanTech's process engineering group continues to execute on its corn oil extraction program; GS CleanTech's GS EnviroServices division continues to operate in a safe, compliant and profitable mode and recently completed an accretive acquisition that is expected to increase its sales by more than 20%; GS AgriFuels' biodiesel system sales group continues to execute under its existing agreements as it services a substantial pipeline of new sales; GS AgriFuels' oilseed crush division continues to produce high quality vegetable oils as it manages its expansion efforts; GS Energy's specialty equipment manufacturing group continues to service the needs of third party clients as well as GS CleanTech and GS AgriFuels and their respective third party clients; and, GS Carbon's decarbonization research and development activities continue to produce positive results at both of its ultrasonic reformation and carbon composite laboratories. We will provide additional updates on each of these initiatives over the coming weeks and months."
Conference Call
GreenShift intends to hold a shareholder conference call shortly after disclosing the revised structure for the GreenShift - GS CleanTech - GS Carbon reorganization to provide an opportunity for shareholders of all three companies to ask additional questions on this transaction.
About GreenShift Corporation
GreenShift Corporation develops and supports clean technologies and companies that facilitate the efficient use of natural resources. GreenShift's ambition is to catalyze the rapid realization of disruptive environmental gains by creating valuable opportunities for a great many people and companies to use resources more efficiently and to be more profitable. Additional information on GreenShift is available online at
www.greenshift.com.Safe Harbor Statement
This press release contains statements that may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of GreenShift Corporation, and members of their management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
SOURCE: GreenShift Corporation
CONTACT: GreenShift Corporation
Phone: 212-994-5374
Fax: 646-572-6336
investorrelations@greenshift.com
www.greenshift.comor
Investor Relations:
CEOcast, Inc.
Andrew Hellman, 212-732-4300
or
Public Relations:
Walek & Associates
Deborah McCandless, 212-590-0523
Fax: 212-889-7174
dmccandless@walek.com
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