Paivis, Corp. Provides Information Regarding the Exchange and Delivery of Shares as per the Recently Completed Merger With Jupiter Global Holdings, Corp.
ATLANTA, GA -- (MARKET WIRE) -- 06/29/06 -- Paivis, Corp. ("PAIVIS" or the "Company") (OTCBB: PAIV) provides additional information regarding the procedures that Jupiter Shareholders should follow in order to efficiently exchange their Jupiter common shares (the "Jupiter Shares") for their new PAIVIS shares ("Merger Shares") under the terms of the recently completed Merger Agreement with Jupiter Global Holdings, Corp. Specific details regarding the Merger Agreement and the Merger Shares can be found in the Company's Form 8-K filings made on April 25, 2006 and May 17, 2006 with the U.S. Securities and Exchange Commission.
The Merger Shares to be received by the Jupiter Shareholders are "restricted securities" as defined by Rule 144 promulgated under the Securities Act of 1933. The Merger Agreement provides that the Merger Shares will not be registered under the Securities Act, or the securities laws of any state, and absent an exemption from registration contained in such laws, cannot be transferred, hypothecated, sold or otherwise disposed of until; (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) PAIVIS receives an opinion of counsel for PAIVIS that an exemption from the registration requirements of the Securities Act is available.
Due to the effectiveness of the Merger, the former Jupiter Shareholders have now been registered on the transfer books of the Company but certificates representing the Merger Shares can only be issued in accordance with the Merger Agreement, particularly the Exchange of Certificates Section 1.09 (i), whereby the Jupiter Shareholders must surrender their Jupiter common share certificate(s) to the transfer agent of PAIVIS, in order to receive their Merger Shares certificate.
PAIVIS provides its new shareholders from Jupiter Global Holdings, Corp. the following instructions to complete the receipt of their Merger Shares:
A. If you owned shares in Jupiter as of May 23, 2006 that were held in
certificate form, please forward your Jupiter common stock
certificate(s) to PAIVIS' Transfer Agent to be exchanged for your
Merger Shares. PAIVIS recommends that you retain a copy of your
certificate(s) before mailing the original to the PAIVIS Transfer
Agent ("Executive Transfer"). You do not need to endorse the
certificate for transfer or include any stock power transferring
the certificate.
B. If you owned shares in Jupiter as of May 23, 2006 that were held in
a brokerage account, your broker is your key contact that can help
you receive your Merger Shares. All Jupiter shares that were held
in a brokerage account are beneficially held for you and are
considered "street name" shares and therefore you are the
beneficial owner of those street name shares. These street name
shares for Jupiter shareholders are represented on the stock books
of Jupiter by CEDE and Company (CEDE and Company is the nominee
name for Depository Trust Company). Therefore your broker through
its relationship with CEDE and Company holds your Jupiter shares
for you beneficially. Executive Transfer is currently working with
CEDE and Company, and indirectly with your broker, to process the
issuance of your Merger Shares and the cancellation of your Jupiter
Shares. You must contact your broker to have them help you in
surrendering your Jupiter Shares so you can receive your
certificate representing your Merger Shares. The most practical way
of accomplishing this is for Jupiter shareholders that have their
Jupiter Shares in a brokerage account, to have your broker
surrender your shares to Executive Transfer for you. Specifically,
ask your broker to surrender on your behalf to Executive Transfer
your Jupiter shares that they and CEDE and Company beneficially
hold for you. Since you must surrender your Jupiter Shares as per
the Merger Agreement, and your broker holds your street name shares
for you, your broker must assist you in the exchange and surrender
of your Jupiter Shares to Executive Transfer. If your broker has
questions, have them contact Executive Transfer at the phone number
given below for specific details on the exchange process by
brokers.
C. Lastly, because of the terms of the Merger Agreement, specifically
section 1.09 (i), it is imperative that you undertake the exchange
of your Jupiter Shares as soon as possible, as you will not be able
to effect any transactions in your PAIVIS shares, such as receiving
dividends if declared, until the exchange of your shares is
properly completed.
D. The transfer agent for Paivis is Executive Registrar & Transfer,
Inc. 3615 South Huron Street, Suite 104 Englewood, CO 80110
Jack Donnelly Ph. 303-783-9055 ("Executive Transfer").
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "PSLRA") provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements.
Statements contained herein that are not based on historical fact, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could" and other similar expressions, constitute forward-looking statements under the PSLRA. PAIVIS intends that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements are based on current assumptions but involve known and unknown risks and uncertainties that may cause PAIVIS actual results, performance or achievements to differ materially from current expectations. These risks include economic, competitive, governmental, technological and other factors discussed in PAIVIS annual, quarterly and other periodic public filings on record with the Securities and Exchange Commission which can be viewed free of charge on its website at http://www.sec.gov.
For more PAIVIS information please contact:
Paivis Shareholder Services
Phone: 800-963-6471
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