NEW YORK and MIAMI, July 14 /PRNewswire/ -- Kidville Holdings, LLC -- operating as "Kidville" and named 'best of' by New York Magazine and given a five star "extraordinary" customer rating in The Lila Guide: New Parent Survival Guide -- and Longfoot Communications Corp. (LGFC.OB), a publicly-traded company with no active operations, have signed a merger agreement pursuant to which Kidville will become a wholly owned subsidiary of Longfoot Communications. Following consummation of the merger, and subject to necessary stockholder approval, it is anticipated that Longfoot Communications will be renamed Kidville, Inc. (or a variation thereof) and will be headquartered in New York City. The merger is expected to close within the next sixty days, and the combined company intends thereafter to apply to list its common stock on the American Stock Exchange (AMEX).In conjunction with the signing of the merger agreement, Dr. Phillip Frost, former Chairman and Chief Executive Officer of IVAX Corporation, and others ("Investors"), invested $10 million dollars in Kidville. Also among the Investors are (i) an entity in which Glenn L. Halpryn, President, Secretary and a director of Longfoot Communications, has an interest, (ii) Steven D. Rubin and Dr. Subbarao Uppaluri, both of whom are directors of Longfoot Communications and (iii) Dr. Jane Hsiao. Under the terms of the merger agreement, it is expected that the Investors, including Dr. Frost, and the existing stockholders of Longfoot Communications will own approximately 25% of the combined company, on a fully diluted basis, upon consummation of the merger. The Kidville members, excluding the Investors and the existing stockholders of Longfoot Communications, will own approximately 75% of Longfoot Communications following the merger. The merger is subject to customary closing conditions.
Kidville's management team, including its co-founder, Shari Misher Stenzler, will continue to lead the company following the merger.
Says Shari Misher Stenzler, "It is very exciting to have Dr. Frost and his associates -- Dr. Jane Hsiao, Steve Rubin and Dr. Rao Uppaluri as strategic investors in Kidville. The Frost investment, along with the closing of the merger with Longfoot Communications, will provide us the flexibility to expand our growth via acquisitions and new business ventures while also creating a public market for Kidville stockholders."
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