EL DORADO HILLS, Calif. and VANCOUVER, British Columbia, June 8
/PRNewswire/ -- The Agreement and Plan of Merger between PTC Group, Inc.
(OTC Bulletin Board: PWRE) and PTC Holdings, Inc. of El Dorado Hills,
California has been closed and the merger will become effective upon the
completion of the necessary regulatory filings. The merged company is being
renamed Ocean Power Corporation and will continue to trade under its current
stock symbol PWRE (Power - Water - Renewable - Energy).
Ocean Power, an Idaho Corporation, will become a Delaware Corporation and
will relocate its corporate headquarters to the 30,000 square foot facility in
the Sierra Foothills of California. Ocean Power's primary business will be
the manufacturing, installation, and operation of high-performance seawater
desalination systems. These systems will eventually be coupled with fuel cell
power sources and sell under the brand name H2OkW Systems(TM).
The closing followed the private placements by PTC Group, Inc. totaling
$2.5 million as well as its securing of the commitment of a second
$2.5 million private placement to be closed within 90 days following the
effective date of the merger. The bulk of the initial private placement has
been used to secure an option to acquire 100% of the stock in Keeran
Corporation NV, the owner of all Mechanical Vaport Compression technology
currently marketed under the trade name "Aquamax." Ocean Power is currently
in discussion with major investors and groups for a mezzanine round of
financing for upwards of $50 million. Ocean Power is in the process of
acquiring complimentary technologies, companies, and intellectual properties.
Based on current Memoranda of Understanding and joint venture discussion,
Ocean Power, a global corporation, will initially focus on the Mediterranean,
Caribbean, Central, South American and ASEAN regions.
"We intend to focus our strategy in niche markets where the combined
assets of producing clean drinking water and energy serve the development
needs of that market. We will be technologically advanced and customer
driven," said Joseph P. Maceda, Director and President.
"Many parts of the world from Monterey County in California to the Middle
East and Sub-Saharan Africa are facing water crises that can only be solved
with innovative, cost-effective, sustainable solutions. These regions have
over-pumped their aquifers and rivers so desalination offers exceptional
solution. Ocean Power will be aggressive in its pursuit of these markets and
highly conscious of environmental concerns," said Gloria Rose Ott, Chairman of
the Board.
As per the terms of the merger agreement, the existing officers and
directors of PTC Group have resigned and the Ocean Power Officers and Board of
Directors are, Gloria Rose Ott, Chairman, Joseph P. Maceda, Director and
President, Robert L. Campbell, Director and Vice President, and J. Michael
Hopper, Secretary/Treasurer.
For further comment, please contact: Joseph P. Maceda (916) 933-8100/
Investor Relations: Toll Free (800) 398-7425 or visit www.pwre.com.
The above statement in regard to the reorganization of PTC Holdings, Inc.
and PTC Group, Inc. which are not purely historical are forward-looking
statements including PTC Groups', PTC Holdings', and Zevco's beliefs,
expectation, hopes or intention regarding the future. All forward-looking
statements are made as of the date hereof and are based on information
available to PTC Group, Inc. as of such date. It is important to note that
actual outcome and the actual results could differ materially from those in
such forward-looking statements. Factors that could cause actual results to
differ materially include risks and uncertainties such as technological,
legislative and marketplace changes.
SOURCE PTC Group, Inc.
-0- 06/08/99
/CONTACT: Joseph P. Maceda of PTC Group, Inc., 916-933-8100; or Investor
Relations, 800-398-7425 (Toll Free)/
/Web site: pwre.com
(PWRE) |
