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Exhibit 99.1
For Immediate
Release
Company
Contact:
Arthur
Spector
Chairman and
Chief Executive Officer
Millstream II
Acquisition Corporation
610-293-2511
MILLSTREAM II
ACQUISITION CORPORATION AND SPECIALTY SURFACES INTERNATIONAL, INC.
AMEND MERGER AGREEMENT AND SET RECORD DATE FOR SPECIAL STOCKHOLDERS
MEETING
Wayne, PA ---
Millstream II Acquisition Corporation (OTCBB: MSMA, MSMAW and
MSMAU) (“Millstream II”), a special purpose acquisition
company, announced today that its merger agreement with privately
held Specialty Surfaces International, Inc., which includes Empire
& Associates, Inc., d/b/a Sprinturf (“Sprinturf”),
has been amended to increase the post-merger stock ownership
percentage of Millstream II’s present public stockholders in
the combined company. Additionally, Millstream II set November 27,
2006 as the record date for which stockholders are entitled to vote
on the proposed merger at the Millstream II special meeting. The
date for the special meeting has not been set. This amendment to
the merger agreement and other information relating to Millstream
II’s proposed merger with Sprinturf are contained in
Millstream II’s 8-K, which was filed with the Securities and
Exchange Commission on November 16, 2006.
Pursuant to the
amendment, Sprinturf’s sole shareholder has agreed to reduce
the consideration she would receive in the transaction from
4,166,667 shares of the common stock of Millstream II and cash
consideration of $10,000,000 at closing to 1,500,000 shares of the
common stock of Millstream II and $8,000,000 at closing. In
addition, Sprinturf’s sole shareholder will no longer be
eligible to receive the additional cash consideration of up to
$2,000,000, which she would have been entitled to under the
original terms of the merger agreement, if the closing price of the
Millstream II common stock was below $6.00 per share at closing.
Sprinturf’s shareholder will be entitled to a receive an
earnout of no more than $2,000,000 and 2,000,000 shares of common
stock of Millstream II based on Sprinturf achieving certain minimum
financial targets for the fiscal years ending December 31, 2007 and
2008. Sprinturf’s sole shareholder will begin to earn the
additional consideration if operating income plus depreciation and
amortization and minus adjustments for certain additional items
(“Adjusted EBITDA”) is at least $4,600,000 for the
fiscal year ending December 31, 2007. Sprinturf’s sole
shareholder will earn the additional consideration ratably between
$4,600,000 and $6,000,000 of Adjusted EBITDA. If Sprinturf’s
sole shareholder does not earn all the earnout consideration in
2007, she can earn the unearned amount of consideration in the
fiscal year ending December 31, 2008 if Adjusted EBITDA is in
excess of $6,500,000. Sprinturf’s sole shareholder will earn
the additional consideration ratably from $6,500,000 and $8,500,000
in Adjusted EBITDA. Amounts earned by Sprinturf sole shareholder
will first be paid in cash up to a maximum of $2,000,000, with the
remainder of the earnout paid in common stock of Millstream II up
to a maximum of 2,000,000 shares. Spirnturf’s sole
stockholder continues to have the right to receive an amount
of
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