ENTI - Entertainment International Ltd. Signs Definitive Stock Purchase Agreement To Acquire CSTI Technologies Ltd.
ORLANDO, Fla., Aug. 23 /PRNewswire/ --
Entertainment International Ltd. (OTC Bulletin Board: ENTI) ("ENTI") announced
today that its wholly owned subsidiary, ENTI Acquisition Corp., has executed a
definitive stock purchase agreement providing for the acquisition of CSTI
Technologies Ltd. ("CSTI").
CSTI is a privately held company headquartered in Israel with offices in
Germany and Italy that is engaged in the business of the planning, production
and installation of ultra-clean systems for transporting highly pure gases and
liquids. These highly pure products are used in the production of products
ranging from micro-electronics, optical fibers and metal blades to
pharmaceutical and bio-technology items. CSTI currently has 104 employees and
its customers include Sapio Gas Company (Italy), Hydrogas (Scandanavia),
Pirelli Optic Fibres (Italy), Teva (Israel) and Intel (Israel) among others.
CSTI's revenue for the six-month period ended June 30th, 2001 was
approximately $8 million, resulting in a net profit of approximately
$1.5 million. It is anticipated that CSTI's revenue will increase by an
additional $10 million during the last six months of the year and CSTI is
expected to earn a net profit of approximately $3 million for the 2001 fiscal
year.
Pursuant to the terms of the transaction, CSTI's shareholders will
transfer all of their outstanding shares to ENTI Acquisition Corp., a newly
formed wholly owned subsidiary of ENTI. In exchange for their shares, CSTI's
shareholders will receive such number of shares so that upon the closing they
will own approximately eighty-five percent (85%) of ENTI's outstanding share
capital and will acquire control of ENTI. The management and board of
directors of CSTI will replace ENTI's current management. Louis J. Pearlman,
currently the chairman of ENTI, will, however, continue as a board member.
Simultaneously with the closing, ENTI will reverse split its stock on a 20 for
1 basis as approved by shareholders of the Company on December 28th, 2000.
As part of the transaction, Mr. Pearlman and his affiliated companies,
Trans Continental Records and Trans Continental Airlines, will cancel all of
the debt owed to them by ENTI and will assume all of ENTI's remaining third-
party liabilities on the balance sheet (approximately $5,776,000 in the
aggregate) in exchange for all of ENTI's remaining airship-related assets
(approximately $1,103,000) so that pre-closing ENTI will have a "clean"
balance sheet. Following the closing of the transaction, the activities of
CSTI will be conducted through ENTI Acquisition Corporation and an application
will be submitted to have ENTI's shares listed for trading on the Nasdaq Small
Cap Market.
Mr. Jacob Lustgarten, the president of CSTI, ranks as one of the leading
specialists worldwide in the field of planning, production and installation of
ultra-clean systems for transporting highly pure gases and is largely
responsible for the company's impressive results. He served in the Israeli Air
Force for seven years, followed by 10 years as a member of the senior
management team of Rafael, the research and development arm of the Israeli
Ministry of Defense. He also served as a senior consultant for Intel (Israel).
Upon executing the stock purchase agreement, Mr. Lustgarten stated that,
"We all feel that this transaction is a great milestone for the company which
will propel it to the next level. The company's revenue this year is only an
indication of what's to come in the near future and we feel that this deal
afforded us a wonderful opportunity. I am also personally glad to have had the
opportunity to spend time with Mr. Pearlman and I am confident that his
assistance and his future involvement with the company will bring new
opportunities." Mr. Pearlman added, "I was very impressed with all facets of
CSTI's operations when I visited Israel and I am confident that their
considerable accomplishments thus far are only a prelude to a very bright
future."
The transaction is subject to customary closing conditions and although
there can be no assurance that the transaction will be consummated, ENTI
expects to complete the transaction in the first week in October following the
completion of certain filings with the government of Israel.
This press release contains forward-looking statements that involve risks
and uncertainties. ENTI's actual results could differ materially from those
discussed in such forward-looking statements based on a variety of factors.
Other risks are reflected in ENTI's filings with the Securities and Exchange
Commission.
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SOURCE Entertainment International Ltd.
-0- 08/23/2001
/CONTACT: Scott Bennett, Public Relations for Entertainment International
Ltd., +1-407-351-0011/
(ENTI)
CO: Entertainment International Ltd.; ENTI Acquisition Corp.; CSTI
Technologies Ltd.
ST: Florida, Israel |
