Jan 18 2011
The X-Change Corporation (PINKSHEETS: XCHC) today announced that through its subsidiary, PolySilicon, Inc., it has completed the purchase of the intangible assets of 21-Century Silicon, Inc., for three million shares of restricted stock.
Intangible assets include collectively all intellectual property, including but not limited to trademarks, trade names, and service marks patents, trade secrets drawings, designs, formulas, manufacturing processes, product design, silicon purification methods and the following intangible property: all right, title and interest of Seller, if any, under leases of personal property and equipment, telephone numbers and telephone listings, insurance policies, trade accounts receivable ("Accounts"), promissory notes arising from Accounts, all causes of action related to the Purchased Assets, contingent and unliquidated claims, counterclaims and rights to setoff claims related to the Purchased Assets, customer lists, goodwill and other intangible property related to the Business, which is located at the Premises on the Closing Date; but excluding all other assets of Seller and specifically excluding: (i) cash; (ii) any accounting related books and records, whether written or electronically recorded; (iii) causes of action not related to the Purchased Assets; (iv) contingent and unliquidated claims of every nature except those related to the Purchased Assets, including tax refunds, counterclaims, and rights to set off claims; and (v) deposits.
In addition, the Company has agreed to purchase the Note, held by the State of Texas, in the amount of $3.5 million for 3,000,000 shares of restricted stock. This transaction is set to close on Tuesday, January 18, 2011. The net effect of the transactions on the Company's balance sheet will be an increase to equity of $8.12 million. The note accompanied an investment by the State of Texas through the EFT into 21-Century Silicon. By purchasing this note for stock, 21-Century satisfied the State's debt and the assets are moved into PolySilicon without overhanging debt.
The structure of this transaction increases X-Change's balance sheet and improves the Company's ability to move forward in the solar silicon production field while managing the debt load of its balance sheet. It is anticipated that the Company's production of silicon will resume within the next thirty days with the existing 45-ton furnace.