EX-99.1
4
ex991.htm
EXHIBIT 99.1
Exhibit 99.1
Paivis,
Corp. (Formerly APO Health, Inc.) and Jupiter Global Holdings,
Corp.
Announce Final Closing of Merger Agreement
2006-05-15 11:57 ET
- News Release
Also
News Release (U-JPHC) JUPITER GLOBAL HOLDINGS CORP
OCEANSIDE,
NY -- (MARKET WIRE) -- 05/15/06
Paivis,
Corp. (formerly APO Health, Inc.) ("Paivis") (OTC BB: APOA) and
Jupiter
Global Holdings, Corp. ("Jupiter") (OTC: JPHC) today jointly announced
their closing of the Definitive Agreement and Plan of Merger (the
"Merger
Agreement") dated April 21, 2006, pursuant to which Paivis acquired,
through a wholly-owned subsidiary, 100% of the issued and outstanding
common shares of Jupiter, and Jupiter became a wholly-owned subsidiary
of
Paivis. As consideration in the merger transaction, Paivis has
agreed to
exchange shares of its common stock with Jupiter's shareholders
at an
exchange ratio that valued the Jupiter shares at $0.005 per common
share
whereby Jupiter shareholders will receive approximately 0.46232
of a share
of Paivis common stock. No fractional shares will be issued in
the share
exchange.
A
new symbol will be assigned reflecting the name change from APO
Health,
Inc. to Paivis, Corp. The current management of Paivis and Jupiter
will
not continue with the successor entity. A new team of experienced
management will be brought in, and the current management of Macro
Communications, Inc., the core operating subsidiary of Jupiter,
will take
a leading role in the management of the merged companies.
Jan
Stahl, the departing Chief Executive Officer of Paivis, commented,
"We are
pleased to have been able to reach a closing of the transaction
and we
welcome the Jupiter shareholders as Paivis shareholders and feel
very
strongly on the new combined entities moving forward".
Ray
Hawkins, the Chief Executive Officer of Jupiter, commented further,
"We
are glad we achieved a closing of the Merger Agreement; the future
is
bright for the merged company".
Details,
including but not limited to the specifics of the exchange ratio,
regarding the consummation of the Merger Agreement will be filed
by Paivis
in a Current Report on Form 8-K with the U.S. Securities and Exchange
Commission as required.
ABOUT
PAIVIS, CORP. (FORMERLY APO HEALTH, INC.)
Paivis,
Corp. (formerly APO Health, Inc.), a Nevada corporation, through
its
subsidiary distributes medical, dental and health and beauty aids
products
to dental and medical professionals and wholesalers throughout
the United
States.
ABOUT
JUPITER GLOBAL HOLDINGS, CORP.
Jupiter
Global Holdings, Corp., a Nevada corporation, is a holding company
with
interests and developments in a diverse number of growing industries.
Jupiter plans to achieve a leadership position through the building
of a
synergistic network of innovative, profitable and global businesses.
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
and Jupiter intend 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 and Jupiter actual results, performance or
achievements to differ materially from current expectations. These
risks
include economic, competitive, governmental, technological and
other
factors discussed in Paivis and Jupiter 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.
Please
visit Jupiter's website: www.jupiterglobal.net
For
more information regarding Jupiter, please contact:
Jupiter
Global Shareholder Services
Phone:
1.800.963.6532
Email
Address: Email
Contact
For
more Paivis information please contact:
Phone:
516-594-0005 x 221

EX - 99 . 1 4 ex991 . htm EXHIBIT 99 . 1 Exhibit 99 . 1 Paivis , Corp . ( Formerly APO Health , Inc . ) and Jupiter Global Holdings , Corp . Announce Final Closing of Merger Agreement 2006 - 0 5 - 15 11 : 57 ET - News Release Also News Release ( U - JPHC ) JUPITER GLOBAL HOLDINGS CORP OCEANSIDE , NY -- ( MARKET WIRE ) -- 05 / 15 / 06 Paivis , Corp . ( formerly APO Health , Inc . ) ( " Paivis " ) ( OTC BB : APOA ) and Jupiter Global Holdings , Corp . ( " Jupiter " ) ( OTC : JPHC ) today jointly announced their closing of the Definitive Agreement and Plan of Merger ( the " Merger Agreement " ) dated April 21 , 2006 , pursuant to which Paivis acquired , through a wholly - owned subsidiary , 100 % of the issued and outstanding common shares of Jupiter , and Jupiter became a wholly - owned subsidiary of Paivis . As consideration in the merger transaction , Paivis has agreed to exchange shares of its common stock with Jupiter 's shareholders at an exchange ratio that valued the Jupiter shares at $ 0.005 per common share whereby Jupiter shareholders will receive approximately 0 . 46232 of a share of Paivis common stock . No fractional shares will be issued in the share exchange . A new symbol will be assigned reflecting the name change from APO Health , Inc . to Paivis , Corp . The current management of Paivis and Jupiter will not continue with the successor entity . A new team of experienced management will be brought in , and the current management of Macro Communications , Inc . , the core operating subsidiary of Jupiter , will take a leading role in the management of the merged companies . Jan Stahl , the departing Chief Executive Officer of Paivis , commented , " We are pleased to have been able to reach a closing of the transaction and we welcome the Jupiter shareholders as Paivis shareholders and feel very strongly on the new combined entities moving forward " . Ray Hawkins , the Chief Executive Officer of Jupiter , commented further , " We are glad we achieved a closing of the Merger Agreement ; the future is bright for the merged company " . Details , including but not limited to the specifics of the exchange ratio , regarding the consummation of the Merger Agreement will be filed by Paivis in a Current Report on Form 8 - K with the U . S . Securities and Exchange Commission as required . ABOUT PAIVIS , CORP . ( FORMERLY APO HEALTH , INC . ) Paivis , Corp . ( formerly APO Health , Inc . ) , a Nevada corporation , through its subsidiary distributes medical , dental and health and beauty aids products to dental and medical professionals and wholesalers throughout the United States . ABOUT JUPITER GLOBAL HOLDINGS , CORP . Jupiter Global Holdings , Corp . , a Nevada corporation , is a holding company with interests and developments in a diverse number of growing industries . Jupiter plans to achieve a leadership position through the building of a synergistic network of innovative , profitable and global businesses . 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 and Jupiter intend 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 and Jupiter actual results , performance or achievements to differ materially from current expectations . These risks include economic , competitive , governmental , technological and other factors discussed in Paivis and Jupiter 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 . Please visit Jupiter 's website : www.jupiterglobal.net For more information regarding Jupiter , please contact : Jupiter Global Shareholder Services Phone : 1 . 800 . 963 . 6532 Email Address : Email Contact For more Paivis information please contact : Phone : 516 - 594 - 0005 x 221
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