Business Wire - June 30, 1999 16:52
BERLIN--(BUSINESS WIRE)--June 30, 1999--Kurchatov Research Holdings, Ltd. (OTC BB Symbol: KRHL) announces that it has entered into a letter of intent to acquire the all of the assets of Cetoni Umwelttechnolog Entwicklungs GmbH ("Cetoni"), conditioned upon the receipt by Cetoni of a valuation of its assets (to be conducted by an independent third party experienced in such matters) in an amount of not less than U.S. $7 million.
As consideration for the acquisition, KRH will issue to the principal shareholders of Cetoni an aggregate of up to 5,000,000 restricted shares of the common stock of KRH, par value $.0001 per share ("Common Stock"), of which 1,000,000 shares of said stock shall be subject to earn-out in the event that KRH derives net income before taxes of at least 4 million Deutsche Marks (approximately US$2,116,402 on June 29, 1999) from the sale of the products acquired from said entity over the eighteen month period after the closing of the transaction and will assume up to 4.5 million Deutsche Marks (approximately US$2,380,952 on June 29, 1999) of the liabilities of Cetoni and the principal shareholders.
During the previous seven years, Cetoni has focused its unique engineering and design resources in the development of product offerings in the automotive and consumer product sectors. The firm has the ability to conceive and execute total engineering, design and packaging for virtually any commercial product offering and has current contract manufacturing operations in Germany, Hungary and Romania.
Cetoni's products and inventions include repair and maintenance automotive tool and part organizers, desk organizers, an automotive broadcast memory and recall module receiver, desk work station organizers, condiment and butter dispensers which measure defined portions, resealable food and beverage containers, an athletic shoe with retractable roller-blade wheels which permit walking or skating, devices capable of convex and concave grinding operations, radio wake up module circuitry, hygenic candy and food dispensers, drug dispensers and hospital bed food service appliances and automotive emergency kits. Other innovative products are in the design and engineering phases. A number of the products which KRH would acquire have been sold to the consumer market in Europe and the United States through retail and wholesale distributors and marketing efforts continue in those locations and are being commenced in the Pacific Rim.
Management of KRH believes that the acquisition of Cetoni will bring a synergy to KRH's technology and product offerings in that the basic consumer products offered by Cetoni, which are ready for market, may allow it to generate immediate revenues while it commences marketing the more advanced technologies which management believes are potentially lucrative.
Kurchatov Research Holdings is a diversified technology holding company organized to identify, assess, acquire and commercialize technologies developed by scientists, engineers and research institutes worldwide.
This release may include "forward looking statements" within the meaning of various provisions of federal and state securities laws and judicial interpretation of such laws. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking and, accordingly, such statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. Such uncertainties include, among others, the following: (i) market acceptance of the products developed by Cetoni; (ii) the impact of products and technologies competitive with those developed by Cetoni; (iii) the ability of KRH to market Cetoni's products successfully; and (iv) other factors not now known to the company. Whether actual results will conform to the company's expectations and predictions is subject to the risks and uncertainties described above that may cause actual results to differ materially. Any forward-looking statement speaks only as of the date on which such statement is made, and the company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.
CONTACT: Hans Joachim Schuerholz
011 49 171 630 6100
or
Ms. Yolanda Velazquez
International Media Solutions, Inc.
(407) 786-0990 |
