PearTrack Systems Group Limited entered into a letter of intent to acquire Ecologic Transportation, Inc..
October 03, 2014 at 12:00 am EDT
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PearTrack Systems Group Limited entered into a letter of intent to acquire Ecologic Transportation, Inc. (OTCPK:PTSS) in a reverse merger transaction on September 26, 2014. PearTrack Systems Group entered into an agreement and plan of merger to acquire Ecologic Transportation, Inc. (OTCPK:PTSS) on October 9, 2014. Ecologic Transportation will issue 51.358555 shares of its common stock to the shareholders of PearTrack Systems Group on a 5.13586 for 1 basis. 90% of Ecologic Transportation's common stock will be owned by the former PearTrack Systems Group shareholders and 10% of Ecologic Transportation's common stock will be owned by the current shareholders. Ecologic Transportation will change its name to PearTrack Security Systems, Inc.
William B. Nesbitt will resign as President and Chief Executive Officer and Edward W. Withrow Jr., the President of PearTrack Systems Group and currently a board member of Ecologic Transportation will be appointed William B. Nesbitt's successor. William B. Nesbitt will remain a member of the Board, as well as President and Chief Executive Officer of Ecologic Transportation's subsidiaries subsequent to the Spin Offs. Board seats shall increase to eight members, and Arran de Moubray, Paul Bernard Burke and John D. Macey, currently Directors of PearTrack Systems Group, shall be appointed members of the Board of Directors of Ecologic Transportation. On the Closing Date, Ecologic Transportation's Board of Directors shall consist of Edward W. Withrow III, Edward W. Withrow, Jr., William B. Nesbitt, John L. Ogden, Dr. Martin A. Blake, Arran de Moubray, Paul Bernard Burke and John D. Macey. Pursuant to the letter of intent, Ecologic Transportation will affect Spin-Offs of its wholly-owned subsidiaries, Ecologic Car Rentals, Inc. and Ecologic Products, Inc., to be completed within ninety (90) days of the closing date. Ecologic Transportation and PearTrack Systems Group shall have received all permits, authorizations, regulatory approvals and third party consents necessary for the consummation of the closing of the merger. The Boards of Directors of Ecologic Transportation and PearTrack Systems Group shall have approved the definitive agreement. The Shareholders of PearTrack Systems Group and a majority of the shareholders of Ecologic Transportation shall have approved the definitive agreement.
Enigma-Bulwark, Ltd. is a security and risk management company that provides physical security, technology-systems integration, and risk management advisory services. Its services are offered to assess and mitigate risk including security guards, risk management analysis, and proprietary and third-party technology and software. Its target markets include corporations, governments, and individuals. Its business activities are diversified into two specific markets: security and risk management, and remote/mobile asset tracking products. Through its wholly owned subsidiary, Enigma-Bulwark Risk Management, Inc. (EBRM), the Company is operating a security and risk management business and developing its patented technology. EBRM is focused on providing security guards, both armed and unarmed, as well as security consulting and systems integration of security technology and software. It also focuses to provide a solution to security issues in the intermodal shipping container marketplace.
ENIGMA-BULWARK, LTD. 