Hot Mama's Foods Completes Reverse Merger Transaction
Hot Mama's Foods Completes Reverse Merger Transaction
SPRINGFIELD, Mass.--(BUSINESS WIRE)-- Hot Mama's Foods, ("the Company") a leading specialty food manufacturer, co-packer and private label resource for innovative organic, all-natural, and gourmet foods, which includes fresh hummus, salsas, and pestos sold under both its own label as well as for other leading food retailers, announced today that it has completed its reverse merger transaction with Andover Medical, Inc. ("Andover"). Hot Mama's reported net revenues of $28.9 million, and $7.3 million for the year ended December 31, 2012 and the three months ended March 31, 2013, respectively. Commencing August 6, 2013, the Common Stock will be quoted on the OTC Markets under the symbol ADOVD and on or about September 4, 2013, the new symbol will be HOTF. The Company is applying for a listing on the OTC Bulletin Board.
The transaction leaves Hot Mama's Foods current executive management team in place, which is comprised of Matthew Morse, Chief Executive Officer; Joseph D. Ward, President & Chief Operating Officer and William Kenealy, Chief Financial Officer.
"The successful completion of the merger represents a major milestone for Hot Mama's Foods positioning the company for growth," commented Matthew Morse, Chief Executive Officer. "Being a public Company will enable us to continue to grow our business both organically and through acquisitions. I look forward to updating our shareholders on our progress and milestones in the future," concluded Mr. Morse.
Prior to the consummation of the Merger, Andover Medical was not engaged in any trade or business. Following the Merger, the business of Hot Mama's Foods constitutes the Company's only operations and the shareholders of Hot Mama's Foods own 91% of the equity of the Company on a fully-diluted basis. The $250,000 of escrowed funds was released by Andover to Hot Mama's Foods and the parties remain subject to certain warranties and representations.
ABOUT HOT MAMA'S FOODS
Hot Mama's Foods is a leading specialty food manufacturer, co-packer and private label resource for innovative organic, all-natural, and gourmet foods. The company has proven expertise in developing and manufacturing top quality salsas, sauces, pesto, hummus, salads, dips, prepared deli salads, and many other gourmet foods. Hot Mama's Foods is one of the largest producers of hummus and salsa in the United States. The company's products are USDA Certified, Certified Organic, and independently audited. Hot Mama's provides versatile, highly time-sensitive services to discerning food retailers, foodservice customers and food brokers nationwide. Hot Mama's Foods also develops, produces and sells fresh salsas, hummus and other fresh food products under its own label - Hot Mama's Foods. The Company has two state-of-the art production facilities in Springfield, MA and Elk Grove, IL.
Hot Mama's Foods was formed in Wendell, Massachusetts, in 1984 as a maker of a variety of fresh salsa recipes, distributed directly to small local retailers by its owner-operator. In 1991, the Company was purchased from its founder by Matthew Morse and maintained as a sole-proprietorship until its incorporation on January 29, 1999 under the name Lansal, Inc. under the laws of the Commonwealth of Massachusetts.
The Company has experienced rapid growth in the recent years. Since 2008, revenue has increased 101%. In 2012 revenue increased 35.8% to $28.9 million. Growth has been driven by increased market penetration, additional product offerings, and, in part, by promotional and marketing efforts increasing awareness of the hummus category in particular. Additional information about the company can be found at www.hotmamasfoods.com, and at the SEC's web site www.sec.gov.
Meyers Associates, L.P. was the investment banking firm that advised on the transaction. Stan Altschuler of Strategic Universal Advisors, LLC was strategic advisor to Hot Mama's Foods, and David Hutcher & Citron LLP were securities counsel.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this press release are forward-looking statements. These statements relate to future events or to the Company's future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company's control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company's current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. Such risks, uncertainties and other factors, which could impact the Company and the forward-looking statements contained herein, are included in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Hot Mama's Foods
Matthew Morse, 413-737-6572
Strategic Universal Advisors, LLC
Stan Altschuler, 212-838-1510
Meyers Associates, L.P.
Raana Khan, 212-742-4638
KEYWORDS: United States North America Massachusetts New York
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