NEW YORK, Feb. 29, 2012 /PRNewswire/ -- Grandparents.com, Inc., formerly known as NorWesTech, Inc. (OTCBB: NWTH), a Delaware corporation (the "Company"), announced today that it completed a reverse acquisition transaction with Grandparents.com, LLC ("GP") in which GP contributed substantially all of its assets to the Company in exchange for which the Company assumed certain liabilities of GP and issued one share of the Company's newly designated Series A convertible preferred stock and a warrant to purchase shares of the Company's common stock to GP. An 8-K describing the transaction is available for review on the SEC website: http://sec.gov/Archives/edgar/data/1020475/000114420412011188/0001144204-12-011188-index.htm. As a result of the transaction, the Company now owns and operates www.grandparents.com and owns all of the related trademarks and intellectual property. In addition, GP now holds a controlling interest in the Company. Pending the issuance of a new trading symbol, the Company's common stock will continue to trade under its existing symbol, NWTH.OB.
Grandparents.com's core mission is "enhancing relationships between the generations and enriching the lifestyle of grandparents and the age 50+ community." The website primarily targets the 70 million grandparents in the United States and also the 50 million "boomers" and seniors that are not grandparents. Members of the website have access to a range of features including groups, discussions, blogs, and features the Grandparents.com Benefits Club, which was launched in January 2011 through which over 200 marketing partners offer discounts and other benefits to website members on a variety of products and services, including financial, insurance and other products. The website also features other stores, including the Grandparents.com Book Shop, which was launched in the fourth quarter of 2011 with over one million titles, including eBooks.
The Company, now headquartered in New York, New York, will continue to operate and develop the grandparents.com website under a management team that acquired the website from its founders in mid-2010. The management team includes executive officers who served in similar capacities for GP, including one of the world's most renowned artist managers, Steve Leber, Chairman and Co-Chief Executive Officer, NY real estate developer Joseph Bernstein as Co- Chief Executive Officer and Chief Financial Officer, and Jeffrey Mahl, a veteran of Internet ventures, including as Sr. V.P. at ESPN, Inc., as President and Chief Operating Officer. A new five-member board of directors brings significant qualifications to the Company, and includes three present members of GP's board of managers and two additional directors. Three of the five directors are independent.
Concurrently with the closing of the transaction, the Company completed a private placement of 3,000,000 shares of its newly designated Series B convertible preferred stock to qualified accredited investors for gross proceeds of $3,000,000. In addition, the Company had cash of approximately $1,540,000 prior to the receipt of proceeds of the private placement. The securities sold in the private placement are restricted securities and have not been registered under the Securities Act of 1933.
"We believe that the transaction and private placement will enable us to expand our business by developing the website for the new generation of active web users in the age 50+ community, attract millions of new members through a variety of entertainment, wellness, travel, insurance, financial and other offerings, further develop relationships with marketing partners in the Grandparents.com Benefits Club, and generate multiple new revenue streams as the social media site for grandparents and the age 50+ community," said Steve Leber, the Company's new Chairman and Co-Chief Executive Officer.
John Thomas Financial, Inc. acted as investment banking advisor to GP in the transaction and as placement agent in the private placement.
Grandparents.com is the premier social media website for the 21st century generation of active, involved grandparents. The website offers enriching activities, discussion groups, expert advice, ten monthly newsletters, and a Benefits Club with discounts on thousands of goods and services. In 2011, Grandparents.com added over 200 marketing partners to its Benefits Club and launched the Grandparents.com Bookstore, which is operated in association with Baker-Taylor, Inc., one of the world's largest distributors of print and digital books.
Various statements in this release, including those that express a belief, expectation or intention, may be considered forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future operating results and financial condition. When we use the words "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release, if any, speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control.
SOURCE Grandparents.com, Inc.