Has the dead awaken ???
http://stockcharts.com/def/servlet/SC.web?c=emrg
Looking through recent post.
From the first post it has had a gap up,and retraced.
Now today a big whit candle ,with volume and price action.
I think i will buy this Monday.
Trav-
I'm pretty sure this runup is due to the mad cow scare reported last week. As an ex- commodities broker I can tell you from experience, that " scare" can reverse course in a heartbeat, so you might want to put a tight leash on this one. All The Best.
The Irishman
Irishman....Thanks for the feedback.
I believe may decision has been altered to watch.
Hum, could be coming into play.
up in the NEWS
USDA Approves CattleLog Age and Source Verification Program As Process Verified Program
Tuesday September 13, 9:00 am ET
SEBASTIAN, Fla., Sept. 13 /PRNewswire-FirstCall/ -- eMerge Interactive, Inc. (Nasdaq: EMRG - News), a technology company focusing on the agricultural, foodservice and healthcare industries, today announced that its CattleLog Age and Source Verification Program has been approved by the USDA as a Process Verified Program.
http://biz.yahoo.com/prnews/050913/fltu009.html?.v=24
got some action going on.
Press Release Source: eMerge Interactive, Inc.
eMerge Receives 180-Day Extension in Nasdaq Listing
Wednesday November 2, 10:16 am ET
SEBASTIAN, Fla., Nov. 2 /PRNewswire-FirstCall/ -- eMerge Interactive, Inc. (Nasdaq: EMRG - News), or "the Company," a technology company focusing on the agricultural, foodservice and healthcare industries, today announced that it has been granted a 180-day extension, or until April 27, 2006, to achieve compliance with the Nasdaq Capital Market listing requirements. On May 2, 2005, the Nasdaq Staff notified the Company that it was not in compliance with the minimum bid requirement of its rules, because the bid price of the Company's stock had closed at less than $1.00 per share for the previous 30 consecutive business days. eMerge was granted the extension because, as the Nasdaq Staff noted, "On November 1, 2005, the Company met all initial inclusion criteria for The Capital Market set forth in marketplace rule 4310 c (8) (d) (except for the bid price)."
In order to regain compliance, the bid price for eMerge common stock must close at $1.00 per share or higher for a minimum of ten consecutive business days prior to April 27, 2006, and eMerge must maintain compliance with other listing requirements. If the Company fails to demonstrate compliance by that date, the Nasdaq will provide written notification that the Company's securities will be delisted. At that time, the Company may appeal the Nasdaq Staff's determination to a Listing Qualifications Panel. If at some future date the Company's securities should cease to be listed on the Nasdaq, they may continue to be listed on the OTC Bulletin Board.
Ultimately, non-compliance with the bid price requirement could result in Nasdaq delisting the Company's common stock. Such delisting could have an adverse effect on the liquidity of the Company's common stock and could also impact its ability to raise additional equity capital.
About eMerge Interactive
eMerge Interactive, Inc. is a technology company focusing on the agricultural, foodservice and healthcare industries. The Company is developing a broad portfolio of VerifEYE(TM) contamination detection systems, for use in the foodservice and healthcare markets. The Company's agricultural products include CattleLog(TM), a USDA-approved Process Verified Program providing individual-animal data collection and reporting that enables livestock tracking, verification and branding. For more information about eMerge Interactive, including the risks and uncertainties associated with our business, and to view our filings with the Securities and Exchange Commission, please visit http://www.emergeinteractive.com .
--------------------------------------------------------------------------------
Source: eMerge Interactive, Inc.
Press Release Source: eMerge Interactive, Inc.
eMerge Interactive Reports Third Quarter and Nine Months Results
Thursday November 10, 8:56 am ET
SEBASTIAN, Fla., Nov. 10 /PRNewswire-FirstCall/ -- eMerge Interactive, Inc. (Nasdaq: EMRG - News), a technology company focusing on the agricultural, foodservice and healthcare industries, today announced results for the three and nine month periods ending September 30, 2005.
Revenues for the three months and nine months ended September 30, 2005, were $400,000 and $1.5 million respectively, compared to $301,000 and $688,000 in the comparable prior-year periods for year-over-year growth of 33% and 116%, respectively. Net loss for the quarter was $1.6 million, or $0.03 per share, compared to $715,000, or $0.02 per share, in the same quarter last year. Net loss for the nine months was $5.6 million, or $0.11 per share, compared to $3.6 million, or $0.08 per share, in the comparable prior-year period. Included in the net loss for the three and nine months ended September 30, 2004 was a $1.6 million and $3.9 million, respectively, non-cash net gain related to the change in fair value of common stock warrants and additional investment rights issued in connection with the Company's two equity financings completed during the fourth quarter of 2003 and the first quarter of 2004.
The increase in revenues for the third quarter of 2005, compared to the same period of 2004, primarily reflects increased revenues from the Company's individual-animal tracking and database management services and associated accessories. The increase in revenues during the nine months ended September 30, 2005 compared to the same period of 2004 primarily reflects higher revenues from: 1) the sale of one Carcass Inspection System ("CIS") unit that had previously been under a lease agreement, 2) revenue from two CIS units under lease at Cargill Meat Solutions beef processing facilities during 2005 compared to one CIS unit under lease until May 2004, 3) service revenues on the CIS unit sold in the first quarter of 2005, and 4) improved revenues from the Company's individual-animal tracking and database management services.
Selling, general and administrative expenses for the third quarter 2005 decreased 15% to $1.2 million from $1.4 million in the prior-year quarter, and decreased 20% to $4.0 million from $5.0 million for the nine-month periods ended September 30, 2005 and 2004, respectively. Technology and development expenses for the three months ended September 30, 2005 were $475,000 compared to $708,000 in the prior-year quarter. For the nine months ended September 30, 2005 and 2004, technology and development expenses remained level at $1.7 million for both periods.
Decreased SG&A expenses reflect the Company's continued implementation of cost control efforts, particularly evident in lower salaries and benefits and professional services expenses. Included in SG&A expenses for the nine months ended September 30, 2005 is a gain on the sale of Professional Cattle Consultants assets of $100,000. The nine-month period ended September 30, 2004 included a non-cash stock compensation expense of $360,000 incurred as the result of accelerating the vesting and extending the expiration date of stock options in accordance with two separation agreements with officers of the Company.
"This has been a very active quarter for eMerge Interactive, and it is timely for us to provide an overall review of the status of our business for investors and shareholders," said David C. Warren, President and Chief Executive Officer of eMerge Interactive, Inc. "We will provide a comprehensive review in our conference call on November 10, and we encourage interested parties to listen to the call. We have attached an update on the status of our business and various projects that are underway that are important to achieving financial success. These should be reviewed by shareholders and potential investors while considering the risks associated with our financial position discussed below."
The Company's stock has been trading below $1 since March 17, 2005, and it is currently not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market. On November 1, 2005, the Company received notification that it met the initial listing requirements as of October 31, 2005 (other than the bid price requirement) and has been granted until April 27, 2006 to regain compliance with the Nasdaq bid price requirement. If at any time before April 27, 2006, the bid price of eMerge common stock closes at $1 per share or more for a minimum of ten consecutive business days, the Company will regain compliance. If the Company has not regained compliance by April 27, 2006, Nasdaq will provide written notification that the Company's stock will be delisted. At that time, the Company may appeal Nasdaq's determination to delist its common stock. Ultimately, non-compliance could result in Nasdaq delisting the Company's common stock. Such delisting could have a material adverse effect on the liquidity of the Company's common stock and could also have a material adverse effect on its ability to raise additional equity capital.
The Company ended the third quarter of 2005 with $4.5 million of cash and cash equivalents. The Company expects to meet its 2005 cash requirements from cash on hand and expected cash flows from operations. However, the Company will also need to seek additional sources of liquidity in order to implement its current business plans in 2006, otherwise it will have to significantly curtail its current business plans in 2006. As previously disclosed, the Company has retained AgriCapital Corporation and B. Riley & Co., in a joint engagement, to advise eMerge management and its Board of Directors regarding alternative strategies concerning liquidity and shareholder value, including potential capital sources, investors, acquirers, licensees, and/or merger partners, for all or part of its business. Subsequent activity has been significant, but has not yielded any specific opportunity that, in the judgment of the Board of Directors, would either generate increased value to shareholders or assure continued liquidity for the Company. AgriCapital, B. Riley, and eMerge management identified and contacted over 100 potential strategic partners, and held detailed discussion with several parties. Although certain discussions remain open, we believe it is unlikely that a significant strategic or financial partnership will develop as a result of this process. The option of continuing to fund the Company's operations through sale of additional equity was identified as an alternative at the beginning of this process, and is the most likely approach to continued funding of its operations. At the planned rate of expenditures, the Company's cash would be adequate to fund development and operations through the middle of the second quarter of 2006 without the availability of additional funds. There can be no assurance that the Company will be able to sell additional equity at prices and terms that would be acceptable. If it is unable to sell additional equity or find alternative sources of capital, the Company will be unable to continue operations as currently planned in 2006.
Quarterly Conference Call and Webcast
To participate in the conference call at 10 a.m. Eastern today, please dial (888) 243-6208 (international dialers - (973) 935-2405) approximately ten minutes prior to the call to register, or you can access the Webcast through the Company's Website address at http://www.emergeinteractive.com .
Conference Call Link: http://biz.yahoo.com/cc/8/62448.html
Chart looks like it may have found a bottom,with a nice little base in.
Good volume and price movement today.
This is now up +37.50%......Volume @......805,935
Hello....anybody out there ? ???
+52.50%.......Volume @........1,894,358
;D :o
EMERGE INTERACTIVE (NasdaqSC:EMRG) Delayed quote data
Last Trade: 0.76
Trade Time: 1:29PM ET
Change: 0.36 (90.00%)
Prev Close: 0.40
Open: 0.39
Bid: 0.75 x 14100
Ask: 0.76 x 700
1y Target Est: N/A
Day's Range: 0.38 - 0.79
52wk Range: 0.30 - 1.78
Volume: 4,321,878
Avg Vol (3m): 365,458
Market Cap: 39.17M
P/E (ttm): N/A
EPS (ttm): -0.18
Div & Yield: N/A (N/A)
setravis applaud :D
It looks it might close 100%+ today. But is there a news behind that ? I can't find anything....
Appears to be successfully bouncing off it's 9 day moving avg.
Quote from: poorman1 on December 15, 2005, 03:20:33 PM
Appears to be successfully bouncing off it's 9 day moving avg.
If you are holding poorman1, we up again !
Breaking through the 200-dma.
Technicals
Percentage Gainer
Last Price Quote is:
30.18%above 13-day EMA
37.68%above 50-day EMA
RS Rating: 55
can this be counted as g-pattern?? if so, a break of $0.75-$0.82 would count as real bullish, right?
here's a chart.
also, we have seen many times how this thing goes up but trends back down...however, I see a significant difference in this time:
1.) Volume was 10 mil + unlike the pervious occasions when it was hardly 4-5 mil.
2.) the very next day and after that, vol, dramatically dropped off, unlike this time.
3.) and this time, we see it go down, and rise back up for 2 consectuive days on 6-7 times average volume...noting like before.
here are two charts, the first one showing the difference between previous rises and this time, the second showing a G-pattern formation if I may say so?
god luck! :)
No more mad cow for these guys, it was interesting how it poped when japan lifted cattle ban.
Moving to the upside.... ;D
Technicals
Percentage Gainer
Last Price Quote is:
10.70%above 13-day EMA
16.18%above 50-day EMA
RS Rating: 33
Fundamentals
Key Data:
Market Cap (M): $22.68
P/E Ratio: NA
PEG Ratio: N/A
Next Earnings: N/A
Last Analyst Rating: Hold
it's up in the pre market with a nice vol and there is no news yet.
let's hope it will hold :)
Japanese Stores Pull U.S. Beef Off Shelves
Saturday January 21, 7:47 am ET
By Hiroko Tabuchi, Associated Press Writer
Japan Pulls American Beef Off Shelves, Raises Suspicion Over U.S. Safety Standards
TOKYO (AP) -- Japanese stores pulled U.S. beef products from their shelves amid renewed fears of mad cow disease on Saturday, a day after the government said a recent shipment from New York contained cattle parts that are a disease risk.
Japan announced Friday it would hold all American beef at ports until the U.S. delivers a report on how prohibited cattle backbone got into a shipment from Atlantic Veal & Lamb Inc. The measure came two weeks after Tokyo lifted a two-year ban on U.S. beef imports.
U.S. Agriculture Secretary Mike Johanns promised Saturday to deliver the report "immediately." He sent inspectors to Japan and ordered unannounced checks at U.S. plants, calling the problem "an unacceptable failure" to meet Japan's requirements.
Kyodo News agency reported that Chief Cabinet Secretary Shinzo Abe will lodge a formal protest with U.S. Deputy Secretary of State Robert B. Zoellick on Monday. Zoellick was scheduled to arrive in Japan on Saturday for talks on a range of political and economic issues.
Japanese businesses responded quickly to the suspension of U.S. beef.
Yoshinoya D&C Co., which runs a popular beef-and-rice chain, announced Saturday it had postponed plans to reintroduce U.S. beef at its 1,016 restaurants across the country, citing "grave problems with U.S. compliance standards." The company stopped using U.S. beef in February 2004.
Major deli chain Rock Field Co., Ltd. said it would pull all U.S. beef products from its stores until consumer confidence was restored. The chain, based in Kobe, western Japan, had only reintroduced U.S. beef earlier this week, said spokesman Masao Takehara.
"With all this negative publicity, consumers might not trust U.S. beef for a while" even if imports were resumed, he said.
Once the most lucrative market for American beef, Japan imposed a blanket ban on imports in December 2003 after mad cow disease was first discovered in a U.S. cow.
The ban was lifted Dec. 12, but only for meat from cows ages 20 months or younger, which are believed unlikely to have the disease. The deal excluded spines, brains, bone marrow and other cattle parts thought to be at high risk of containing the ailment.
Japan imported about $1.4 billion worth of U.S. beef in 2003. It was unclear how much the country bought after lifting the ban, but a Kyodo News survey last month showed 75 percent of Japanese were unwilling to eat American beef even if imports resumed.
Criticism was also directed at Prime Minister Junichiro Koizumi's government for too hastily resuming imports.
"The government bowed to U.S. pressure and put President Bush's wishes ahead of the safety of Japanese consumers. I consider that a huge error of judgment," said Yukio Hatoyama, secretary-general of the main opposition Democratic Party of Japan.
Koizumi ordered the resumption of imports based on recommendations made by an expert panel after several U.S. officials, including Bush, expressed growing impatience with the ban.
The premier has defended the decision, saying it was based on scientific grounds.
Mad cow disease is the common name for bovine spongiform encephalopathy, or BSE, a degenerative nerve disease in cattle that is linked to the rare, fatal human nerve disorder Creutzfeldt-Jakob Disease.
There have been two cases of BSE in the United States and 21 cases in Japan, but Japan now tests all its cattle for the disease.
Nice volume and price action today.Breakout today
Full 12month revenue up 62%/gross profit up 69%
USDA finds madcow disease in Alabama, Tyson foods. This is a prime example of why EMRG is in such need in the meat industry. EMRG's technology is second to none.
Continued concerns over the spread of madcow disease and more strict FDA regulations for cattle industry and meat processing companies.
Volume: 5,000,452
Avg Vol (3m): 981,192
Technicals
Close Above the 50-day EMA
Close Above the 13-day EMA
MACD - Bullish
Percentage Gainer
Last Price Quote is:
31.65%above 13-day EMA
26.06%above 50-day EMA
RS Rating: 88
Fundamentals
Key Data:
Market Cap (M): $22.03
P/E Ratio: NA
PEG Ratio: N/A
Next Earnings: N/A
Last Analyst Rating: Hold
She may have awaken.....
Nice base put in.
52wk Range: 1.52 - 12.15
Volume: 567,483
Avg Vol (3m): 18,947.7
Technicals
Record Price High
Record Price Break Out
Percentage Gainer
Last Price Quote is:
56.95%above 13-day MA
68.88%above 50-day MA
RS Rating: 93
Fundamentals
Key Data:
Market Cap (M): $6.97
P/E Ratio: NA
PEG Ratio: N/A
Next Earnings: N/A
Last Analyst Rating: Hold
Press Release Source: eMerge Interactive, Inc.
eMerge Interactive, Inc. to Merge With Prime BioSolutions, LLC
Monday October 16, 9:05 am ET
- eMerge will be renamed PRIME BioSolutions, Inc.
- PRIME BioSolutions, Inc. plans to utilize patented Integrated BioRefinery technology to produce ethanol at lower cost than ethanol produced by traditional methods
- PRIME BioSolutions, Inc. expects to have its first ethanol production plant operational in mid 2008 and continue development of multiple plants thereafter.
SEBASTIAN, Fla. and OMAHA, Neb., Oct. 16 /PRNewswire-FirstCall/ -- eMerge Interactive, Inc. (Nasdaq: EMRG - News; "eMerge") and the sole member of PRIME BioSolutions, LLC ("PRIME") jointly announced that today they signed a definitive agreement pursuant to which PRIME will be merged into a subsidiary of eMerge. Upon completion of the transaction, eMerge will change its name to PRIME BioSolutions, Inc. (the "Company") and will be headquartered in Omaha, Nebraska.
As consideration for the transaction, the sole membership interest of PRIME will be exchanged for shares of eMerge common stock in an amount equal to 58,321,743 less the ultimate number of shares of eMerge common stock issuable upon full conversion of any Company securities to be issued to the new investors described in the next paragraph (the "New Investors"). The currently outstanding shares of eMerge common stock will remain outstanding and, following the conversion of all securities issued to the New Investors into shares of common stock, the currently outstanding shares, warrants, and options of eMerge would represent 7.5% of the outstanding shares, warrants, and options of the Company.
A condition to completion of the merger is the receipt of commitments from New Investors to invest $70 million of additional capital in the Company in exchange for equity securities of the Company, which equity securities may be in the form of common stock, preferred stock or convertible debt. $10 million of this additional capital is to be invested in the Company concurrently with the closing of the merger. The remaining $60 million may be invested thereafter as the Company achieves milestones in the construction of its planned ethanol plants. PRIME management believes the $70 million of additional equity capital will be sufficient to provide the equity funding needed to construct two ethanol production plants of 24 million gallons each. In addition, approximately $105 million of debt construction funding will be required to construct the two plants. At this time, the parties do not have formal commitments for the $70 million of additional equity funding or the $105 million of additional debt funding. There can be no assurances that such funding will be available on terms acceptable to PRIME or eMerge. The terms of the new equity and debt securities may include significant preferences, restrictions on dividends, and other restrictions that could affect additional financing of the Company.
The transaction is also subject to approval by eMerge's stockholders, receipt of all required regulatory approvals and other customary closing conditions.
Because the sole member of PRIME will acquire a majority of eMerge's shares of common stock as a result of the transaction, the transaction will be treated as a reverse merger for accounting purposes, and PRIME will be deemed to be the acquiror in the reverse merger. Consequently, the historical financial statements of the Company will be the historical financial statement of PRIME rather than the historical financial statements of eMerge, and the assets and liabilities of PRIME will be recorded at their historical cost basis to PRIME, and the assets and liabilities of eMerge will be recorded as if they were purchased on the closing date at their fair market value on that date.
Concurrently with the execution of the merger agreement, eMerge executed a $1.5 million revolving loan promissory note and security agreement in favor of The Biegert Family Irrevocable Trust, Dated June 11, 1998 (the "Bridge Loan"). The Bridge Loan permits eMerge to borrow up to $1.5 million, which may be repaid and re-borrowed at any time until the earlier of (i) the termination or closing of the merger agreement involving PRIME or (ii) April 1, 2007. The merger agreement involving PRIME contains a covenant restricting eMerge from borrowing under the Bridge Loan until after December 1, 2006. The Bridge Loan is secured by all of eMerge's assets used in its Animal Information Solutions, or CattleLog business segment. The Biegert Family Irrevocable Trust, Dated June 11, 1998, beneficially owns approximately 18% of eMerge's outstanding shares of common stock.
PRIME was formed on July 12, 2006 and has no significant assets or liabilities. The proposed Chief Executive Officer of the Company, David Hallberg, is the co-inventor of the patented Integrated BioRefinery ("IBR") technology described below, and the proposed officers of the Company have significant experience in the ethanol industry and have developed an ethanol manufacturing facility. PRIME's business strategy for the Company will be to develop ethanol plants using the patented IBR technology that is expected to provide lower cost ethanol production. Upon the closing of the merger, the Company will enter into an agreement with an affiliate of the Company's expected management team whereby such affiliate will agree, subject to certain limitations, to cause the entity that owns the North American licensing rights to the patented IBR technology (which entity is also an affiliate of the Company's expected management team) to grant the Company non-exclusive, perpetual licenses for the right to use the IBR technology at each IBR ethanol plant the Company constructs in the future for a royalty fee of $750,000 per year, per plant beginning on the date operation of each plant begins.
The IBR technology involves a number of factors that are intended to reduce the cost of ethanol production from corn, including placing the ethanol production facility adjacent to a cattle feeding operation, using biogas from cattle manure to provide a significant portion of the energy needed to operate the ethanol facility, and subsequently feeding cattle with wet distiller's grain, a byproduct of ethanol production from corn, without incurring significant drying or transportation costs. The first use of the IBR technology, a 24 million gallon ethanol production facility in Mead, Nebraska, is expected to become operational in the fourth Quarter of 2006. This facility will not be owned or operated by the Company; however the Company's management team participated in the development and implementation of the Mead facility, and will continue to have obligations to provide limited management services to, and hold an ownership interest in, the entity that operates the Mead facility. The contractors for the facility are expected to become the contractors for the new Company's facilities.
eMerge is a technology company that is focused on CattleLog(TM), its individual animal data collection and reporting system and VerifEYE(TM), food safety technologies that detect invisible fecal contamination on beef carcasses in packing plants. PRIME's management believes that eMerge's products and experience in cattle markets will be a positive factor in helping the Company to efficiently and cost effectively maintain cattle occupancy and source verify cattle for emerging quality beef marketing programs.
PRIME's senior management owns all of the equity membership interest in PRIME BioShield LLC, the sole member of PRIME, and, depending on the number of shares to be issued in the equity financing described above, may indirectly own and control a majority of the shares of the Company's common stock upon consummation of the merger. The Company's management team also indirectly owns 50 percent of the entity from whom the Company will license the IBR patent and indirectly 20 percent of the entity that owns and operates the Mead, Nebraska IBR complex. The Company's senior management team is expected to consist of:
DAVID E. HALLBERG, Chief Executive Officer, who has significant experience in the Ethanol and Bio Mass industry with extensive ethanol policy experience. Mr. Hallberg was the founder and past president of the Renewable Fuels Association in Washington, D.C. and is the inventor or co-inventor of two method technologies used in ethanol production, including the invention that will be licensed by the Company, US Patent 6,355,456, issued on March 12, 2002, with a 20-year term.
JOHN R. COX, Chief Financial Officer, who has a background in Agribusiness Financial Management including as the Senior V.P./Manager of US Bank's Regional Agribusiness Group from 1996 to 2004 where he managed a $450 million loan portfolio committed to agribusiness including ethanol, dairy and beef cattle.
MARK G. KRAEGER, Chief Operating Officer, who has significant agribusiness experience with a focus in feedlot management, ethanol project management and commodity trading and purchasing.
PATRICK D. TRACY, Senior Vice-President, who has 25 years of Agribusiness management experience in irrigated farm development, ethanol development and risk management. Mr. Tracy is a past President of the South Dakota Corn Council.
Key eMerge employees will be retained to help manage the transition and operation of the existing CattleLog and VerifEYE businesses. David Warren, the current President and CEO of eMerge, and Robert Drury, current Executive Vice President of Business Development, have agreed to be retained by the Company at least through July 1, 2007, to help manage the transition process. Mr. Warren will continue to manage the CattleLog business during this transition period, and Mr. Drury will support the Company's management team in investor relations and financing activities and will continue to manage the VerifEYE business. Susan Mermer, currently Chief Financial Officer of eMerge, will become Controller of the Company, and will manage the Company's public reporting, accounting and financial services. Mark Fox, currently Executive Vice President of Technology for eMerge, will continue to be responsible for the technology for the Company's CattleLog product and technical services.
In addition to Messrs. Hallberg and Cox, the Company's board of directors is expected to include the following:
SENATOR THOMAS A. DASCHLE. Former U.S. Senate Majority Leader, Thomas A. Daschle has been involved in most of the legislation affecting the U.S. fuel ethanol industry since 1980. He was the original sponsor of the Reformulated Gasoline (RFG) program in the 1990 Clean Air Act Amendments, as well as the Renewable Fuels Standard (RFS) provision signed into law by President Bush in August 2005 as part of the Energy Policy Act of 2005. Senator Daschle presently serves as Senior Policy Advisor to the Governors' Ethanol Coalition and to Alston & Bird, LLP, in Washington, DC.
DR. TERRY KLOPFENSTEIN. Dr. Klopfenstein is a semi-retired professor of Animal Science at the University of Nebraska. For 41 years he has taught and conducted research in Ruminant Nutrition. He is recognized as an international expert on the feeding of ethanol by-products to ruminant animals. He has conducted over 75 experiments on ethanol by-products and has published the research in 16 scientific papers and 72 papers for nutritionists and cattlemen. He has taught thousands of students including many who are currently managers of cattle feeding operations.
JAMES E. RAY. After nearly five years as a senior staff member of the House Budget Committee, Mr. Ray received his M.B.A. from Harvard University in 1982, and spent more than ten years in Boston and New York as a financial advisor and consultant in such firms as Boston Consulting Group; Shearson Lehman Brothers, Inc.; and Commonwealth Capital Partners, Inc.
IBR Complexes to produce lower cost ethanol
Ethanol is a renewable, clean-burning, low pollution fuel source and PRIME's management believes that the demand for ethanol should continue to grow in the future due to replacing Methyl Tertiary Butyl Ether ("MTBE") as an octane enhancer and increasingly as a gasoline replacement with the "E85" formulations. The Energy Policy Act of 2005 mandated ethanol to be used in gasoline on a growing scale up to 7.5 billion gallons in 2012 - which is less than 5% of total U.S. gasoline use.
The Company's strategy will be to become one of the industry's lowest-cost producers of ethanol. In using the IBR system, the Company expects that it will be able to significantly reduce, and possible eliminate, key production costs such as natural gas, the second largest cost factor in the production of ethanol by replacing it with biogas via anaerobic digestion of cattle waste and other residual streams from the co-located ethanol unit. In addition, the net corn cost, the largest cost factor in the production of ethanol, should be reduced because the co-product from corn fermentation (wet distiller's grain) will be used as cattle feed in the adjacent cattle operation without incurring the additional costs to dry and transport the wet distiller's grain. The Company may lease the proposed adjacent feed yard to an independent third party in an effort to transfer the operational risks and benefits of the feed yard to such third party in return for a fixed lease payment and to provide for waste management and other services. PRIME expects that such a third party will have a contractual arrangement to purchase the Company's wet distillers grain at a price that adjusts based on the price of corn. The Company's business plan will be to construct and operate ten IBR complexes within the next seven years.
"Since first filing for the patent more than six years ago, we have firmly believed that this approach to producing Biofuels with little or no fossil fuels would become a reality," said David Hallberg, PRIME's CEO, and one of the technology's inventors. "As fossil fuel costs increase, and Americans desire an end to our dependence on imported oil, the Company will be positioned to build more of these environmentally friendly plants nationwide."
Hallberg added, "We believe that the technologies from eMerge Interactive will play a prominent role in the cattle operations managed by the Company and its alliance partners. We intend that many animals in our feedlots will be qualified to be supplied to a variety of premium branded beef programs, including natural, age and source verified programs, and will be procured through the CattleLog Listing Service. Though the primary purpose of the cattle will be to supply the energy to produce ethanol and to consume the wet distiller's grain produced on site, cattle operations are expected to be a prominent part of the value-added approach to livestock production within the Company's business model."
"We are excited to have the opportunity to combine the eMerge Interactive business into a company that we believe has significant upside potential for our stockholders," stated David C. Warren, eMerge's President and CEO. "We believe that the combined company will have an active role in the development of lower cost ethanol and also be able to utilize our CattleLog systems to add value to their cattle operations."
Warren added, "It has been obvious throughout the merger discussions that there is positive synergy and a good working relationship between our management teams that will contribute to a smooth transition."
For eMerge, the merger transaction involving PRIME is the result of its previously disclosed engagement with AgriCapital Corporation and B. Riley & Co. to advise eMerge regarding strategic alternatives. Over the last 17 months, AgriCapital, B. Riley and eMerge contacted over 275 entities regarding potential alternatives, including possible acquisitions, dispositions, mergers, financings and liquidation. The eMerge Board of Directors, with input from its financial advisors, has determined that the proposed merger transaction involving PRIME is in the best interest of eMerge and its stockholders.
Important Information
eMerge Interactive, Inc. plans to file with the Securities and Exchange Commission ("SEC") and mail to its stockholders a proxy statement (the "Merger Proxy Statement") in connection with the special meeting of eMerge stockholders that will be held to consider the proposed merger and related transactions involving eMerge, PRIME BioShield, LLC, PRIME BioSolutions, LLC and eMerge Merger Sub, LLC and may file other documents regarding the proposed transactions with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE MERGER PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. When available, security holders may obtain a free copy of the Merger Proxy Statement and other documents that eMerge files with the SEC at the SEC's website at www.sec.gov. The Merger Proxy Statement and these other documents may also be obtained free of charge from eMerge by directing a request to eMerge Interactive, Inc., Attention: Investor Relations, 10305 102nd Terrace, Sebastian, FL 32958.
Neither (i) the shares of eMerge common stock to be issued to the sole member of PRIME in this transaction nor (ii) the securities of eMerge to be issued to new investors in this transaction, have been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. This press release is neither an offer to sell nor a solicitation of an offer to purchase securities. Neither the SEC nor any state securities commission has approved or disapproved of the securities described in this presentation or passed upon the accuracy or adequacy of the information contained in this presentation, or endorsed the merits of the presentation.
Certain Information Regarding Participants
eMerge, its directors and named executive officers may be deemed to be participants in the solicitation of eMerge's security holders in connection with the special meeting of eMerge stockholders that will be held to consider the proposed merger and related transactions. Security holders may obtain information regarding the names, affiliations and interests of such individuals in eMerge's annual report on Form 10-K for the year ended December 31, 2005, and its proxy statement dated April 21, 2006, each of which is filed with the SEC. Additional information regarding such individuals will be included in the Merger Proxy Statement. To the extent holdings of eMerge's securities have changed since the amounts printed in the proxy statement dated April 21, 2006, such changes have been reflected on Forms 3, 4 and 5 filed with the SEC and will be reflected in the Merger Proxy Statement.
Forward-Looking Statements
Certain statements in this press release are forward-looking as defined by the Private Securities Litigation Reform Act of 1995. These include statements as to the benefits of the proposed merger and related transactions involving eMerge Interactive, Inc., PRIME BioShield, LLC, PRIME BioSolutions, LLC and eMerge Merger Sub, LLC (the "Merger"), including future financial and operating results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may be realized from the Merger as well as other statements of expectations regarding the Merger and any other statements regarding future results or expectations. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made as well as predictions as to future facts and conditions the accurate prediction of which may be difficult and involve the assessment of events beyond the control of PRIME or eMerge. The forward-looking statements are also based on various operating assumptions regarding, among other things, overhead costs and employment levels that may not be realized. Caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from expectations or projections. PRIME and eMerge do not undertake any obligation to update any forward-looking statement, whether written or oral, relating to matters discussed in this press release.
The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the businesses of PRIME and eMerge may not be integrated successfully or such integration may be difficult, time-consuming or more costly than expected; revenues following the Merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the Merger; the ability to obtain required governmental and stockholder approvals of the Merger, and the ability to complete the Merger on the expected timeframe; changes in or elimination of laws, tariffs, trade or other controls or enforcement practices (such as: national, state or local energy policies; Federal ethanol tax incentives; regulation currently under consideration pursuant to the passage of the Energy Policy Act of 2005, which contains a renewable fuel standard and other legislation mandating the usage of ethanol or other oxygenate additives; state and federal regulations restricting or banning the use of Methyl Tertiary Butyl Ether; and environmental laws and regulations and the enforcement thereof); changes in weather and general economic conditions; overcapacity within the ethanol and petroleum refining industries; total United States consumption of gasoline; availability and costs of products, raw materials and supplies, particularly corn, coal and natural gas; labor relations; fluctuations in petroleum prices; failure to comply with applicable laws and regulations; ability to generate free cash flow to invest in the business and service indebtedness and preferred stock preferences; limitations and restrictions contained in instruments and agreements governing indebtedness and preferred stock; ability to raise additional capital and secure additional financing; ability to retain key employees; liability resulting from actual or potential future litigation; plant shutdowns or disruptions at proposed plants; the rate of adoption of products and services; ability to grow revenue and margins; ability to implement business and expansion strategies; competition and the impact of competition on pricing; general economic conditions; availability and prices of livestock; livestock costs; product pricing; operating efficiencies; the cost of compliance with environmental and health standards; and actions of domestic and foreign governments.
These and other factors that could cause actual results to differ materially from those described in the forward-looking statements are set forth from time to time in eMerge's public filings with the SEC and public statements by PRIME and eMerge. Viewers of this press release are cautioned to consider these risks and uncertainties and not to place undue reliance on the forward-looking statements.
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Source: eMerge Interactive, Inc.
• UPDATE - EMerge to merge with Prime BioSolutions; shares soar
EMerge shares rose $1.23 to $2.99 in afternoon trading on the Nasdaq.
9:06AM eMerge Interactive to merge with Prime Biosolutions (EMRG) 1.76 : Co announced that they signed a definitive agreement pursuant to which Prime will be merged into a subsidiary of eMerge. Upon completion of the transaction, eMerge will change its name to PRIME BioSolutions and will be headquartered in Omaha, Nebraska. As consideration for the transaction, the sole membership interest of PRIME will be exchanged for shares of eMerge common stock in an amount equal to 58,321,743 less the ultimate number of shares of eMerge common stock issuable upon full conversion of any co securities to be issued to the new investors described in the next paragraph. Because the sole member of PRIME will acquire a majority of eMerge's shares of common stock as a result of the transaction, the transaction will be treated as a reverse merger for accounting purposes, and PRIME will be deemed to be the acquiror in the reverse merger.