SEC okays merger of Fortune and Premiere Cement

The Securities and Exchange Commission (SEC) has approved Fortune Cement Corp.’s merger with its wholly-owned subsidiary Premier Cement Corp.

The SEC said the merger will not prejudice the rights of their respective creditors since the two companies are both solvent and in sound financial condition as of Dec. 31, 2003.

The merger, which was approved by the stockholders of both companies last February, aims to simplify the legal structure and promote significant cost efficiency and improvements such as the use of substantial spare equipment and machinery by the companies, single statutory audit and reportorial requirements.

Fortune will be the surviving entity after the consolidation. The merger will not involve the issuance of the additional shares.

Also, the assets and liabilities of the absorbed company shall be transferred to the surviving entity.

The merger was approved by the SEC on the condition that the surviving corporation, Fortune, shall disclose for a minimum of three years the effect of such merger on the financial condition of the company.

The SEC also approved the merger of Roxaco Land Corp. and Cordoba Agri-Ventures Inc. The merger is advantageous to Roxaco and Cordoba and their respective stockholders as this would result in economy of scale and efficiency in operations.

Cordoba was formed in Sept. 1997 to breed, raise, sell, pack and deal in hogs, poultry, cattle and livestock.