SOURCE: Clear System Recycling, Inc.
PORTLAND, OR--(Marketwire - Sep 24, 2012) - CI Holdings, Incorporated (the "Company") announces it has entered into a Memorandum of Understanding (the "MOU") to be acquired by Clear System Recycling, Inc. (OTCQB: CLSR). Clear System will acquire all the issued and outstanding shares of CI Holdings. CI is the holding company for Chiurazzi Internazionale S.r.l., an Italian Corporation. The MOU is subject to appropriate legal and accounting due diligence, as well as board and shareholder approval, in order to complete a definitive agreement between the parties (the "Acquisition").
As per the terms of the MOU, Clear System will acquire 100% of the issued shares of capital stock and all other rights to acquire capital stock of CI. CI shareholders will receive one share of CLSR restricted common stock in exchange for each share of CI Holdings' common stock. There are presently 6,600,000 shares of CI stock issued and outstanding. Additionally, Clear System will assume $2,800,000 of debt. The acquisition is expected to close in October 2012.
Chiurazzi Internazionale S.r.l. owns and operates the Chiurazzi Foundry based in Casoria, Italy, which houses the world renowned Chiurazzi Mould Collection. The collection, comprised of more than 1,650 artistic bronze sculpture moulds taken from original marble masterpieces housed in many of the most famous museums in the world, is essentially the national archive of Italian sculpture and artifacts.
"We believe this acquisition creates a significant opportunity as we can now unveil what is considered to be the national archive of Italian art and artifacts to the international art market," stated Gordon Root, President of CI. "Art buyers will now be able to purchase some of the most important treasures and cultural history from this collection. Our vision to become the premiere source for artistic bronze sculpture will soon be realized."
"We are the single source supplier for many of the world's greatest masterpieces. Previously, only those 'in the know' were aware of Chiurazzi. Historically, the pieces cast from this priceless mould collection were cast to order, by many of the most respected museums in the world, affluent collectors and municipalities," commented Root.
The Chiurazzi foundry has recently been moved from Naples to Casoria, Italy, which included an extensive cleaning, inventory and preservation of the mould collection. Since the move, which took place during the first quarter of 2011, the foundry has been upgraded with modern foundry equipment to augment the old world craftsmanship of the third and fourth generation artisans employed by Chiurazzi.
"Chiurazzi, because of its workmanship and revered mould collection, is a highly regarded as a national treasure of Italy. In addition to being well respected throughout the international art community, Chiurazzi has also cast many of the most famous monumental sculptures throughout the world," Root continued. "Since the move and in preparation for our re-launch of all things Chiurazzi, we have been able to cast an inventory of over 165 pieces, valued in the tens of millions, which includes many of the most historically significant pieces of art." These pieces are expected to be made available for purchase in the fourth quarter of 2012.
About CI Holdings, Inc.
CI Holdings is the holding company for Chiurazzi Internazionale S.r.l. In 1890 the Chiurazzi Foundry obtained authorization by the Italian Ministry of Cultural Goods and Activities to enter the National Archeological Museum in Naples, Italy, and take moulds of the entire collection of art and artifacts excavated from the ruins of Pompeii and Herculaneum. The mould making was then expanded to other museums in Italy including the Vatican, the Villa Borghese, the Uffizi Gallery, San Pietro, Vincoli in Rome and the Bargello Museum in Florence. This making of plaster moulds from the original marble and bronze masterpieces was then expanded to the foremost museums of the world that housed art which originated in Italy including the Louvre, the Olympic, the Copenhagen, and the British museums. The mould making was initiated in 1890 and continued through 1972, but the bulk of the moulds were taken from 1890-1939.
Artists represented in the collection include Michelangelo, Bernini, Giambologna, Cellini, Canova, Donatello, and many others. As proscribed by International art protocol, up to 9 full size castings can be made from the mould taken from the original which is considered a "posthumous first edition original," many of which are valued in the millions of dollars per piece. In addition to the originals, there is an extensive collection of masterpiece reductions from the Chiurazzi School, which are cast in limited editions of 299.
Except for historical information, the matters set forth herein, which are forward-looking statements, involve certain risks and uncertainties that could cause actual results to differ. Forward-looking statements include management's ability to successfully negotiate the definitive agreement referred to herein. Potential risks and uncertainties include, but are not limited to, the competitive environment within the fine art marketplace, the extent and cost effectiveness with which Clear System is able to implement the acquisition, obtaining regulatory approval, financing, and the market acceptance and successful technical and economic implementation of Clear System's intended plan. Additional discussion of these and other risk factors affecting the Company's business and prospects is contained in the company's periodic filings with the SEC.