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Diversified Private Equity Corp. Signs a Letter of Intent for a Reverse Merger with Mercari Communications Group Ltd

Source: Yahoo! Finance
12.02.2008

NEW YORK--(BUSINESS WIRE)--Diversified Private Equity Corporation and its wholly owned subsidiaries and affiliated companies (collectively referred to as "DPEC Partners") announced on November 26, 2008 that it signed a non-binding letter of intent for a reverse merger with Mercari Communications Group, Ltd. ("Company") (MCAR.OB). DPEC Partners is headquartered in New York, NY, and is a vertically integrated company that creates, develops, markets, sells and manages private equity investment opportunities principally in the biotechnology industry and in non-leveraged global real estate assets. The proposed transaction will provide DPEC Partners with a public company platform to facilitate its future growth and development.

Scott Mathis, Chairman of DPEC Partners, stated, "Even though the world is in the midst of an economic crisis, the companies that are able to weather the storm will be in a unique position to capitalize on the opportunities ahead. We recognize that many people are being hurt in this downturn, but we are determined to turn this current crisis into an opportunity for our investors. Upon completion of this reverse merger, DPEC Partners will be in a position to grow our prospects and create the potential for liquidity for our shareholders. We are realistic about the current market conditions, but are optimistic about the opportunities that are beginning to present themselves."

Also parties to the Letter of Intent are Kanouff, LLC ("KLLC") and Underwood Family Partners, Ltd. ("Partnership"), two entities controlled by the majority shareholders of the Company. The Letter of Intent sets forth the general terms upon which DPEC Partners would acquire, pursuant to a merger with a to-be-formed subsidiary of the Company, between approximately 96.5% and 97% of the total issued and outstanding common stock of the Company. Following the merger, the existing shareholders of the Company will retain between approximately 3.5% and 3% of the total issued and outstanding common stock of the Company.

Additionally, it is contemplated that KLLC and the Partnership will sell a total of 400 shares of their common stock of the Company to DPEC Partners for $350,000, $50,000 of which has been paid as a deposit. Pursuant to the Letter of Intent, the Company and DPEC Partners agree to negotiate a definitive merger agreement under which the merger would be consummated as a tax free reorganization. The Letter of Intent will terminate if the merger does not occur by April 6, 2009, which date may be extended for 30 days by either the Company or DPEC Partners. The entry into the merger agreement is subject to completion of due diligence and satisfaction of certain terms and conditions by all parties.

For more information, please contact Ronald S. Robbins at DPEC Partners at 212-739-7626 or rrobbins@dpecpartners.com.

About Diversified Private Equity Corp.:

Diversified Private Equity Corp. (DPEC Partners) is an integrated company whose affiliated companies, InvestBio and InvestProperty Group, have created several investment opportunities for investors. These opportunities include unique and potentially rewarding ventures in biotechnology research and vaccines, and real estate investing in Argentina including Algodon Mansion, a luxury boutique hotel in Buenos Aires, and Algodon Wine Estates, a resort and real estate development in San Rafael, Mendoza, featuring vineyard living, golf, tennis and polo. Through our registered broker-dealer subsidiary, DPEC Capital, Inc. (member FINRA/SIPC/SIA), we have raised more than $100 million in private equity since inception. DPEC Partners is headquartered at 135 Fifth Avenue, 10th Floor, New York, NY 10010.

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