Reverse Acquisition Proposed by Gehlke

In a so-called reverse acquisition, Fountain Valley-based Gehlke Inc., a manufacturer and marketer of emergency audio equipment and other public address systems, signed a letter of intent to be acquired by Santiam Ventures Inc., a publicly traded corporation based in Utah. Gehlke does business as Powertronix.

The acquisition is subject to, among other things, approval of directors of both companies, execution of a definitive agreement and review of financial statements and other information.

Santiam’s shareholders also will be asked in conjunction with the merger to elect a new board not presently associated with Santiam Ventures Inc. and to change the combined companies’ name to Powertronix.

If the deal is approved, Santiam--a “blind-pool” company that went public to raise funds for later investment in an ongoing business--would issue approximately 25 million shares of authorized, but unissued, shares of restricted common stock to Powertronix’s current shareholders.

The deal would enable Gehlke/Powertronix to become a publicly traded company without the cost of filing for an initial public offering of its own.