ya like that Name any better now?
USGH
the next TASR!
Press Release Source: U.S. Home & Garden Inc.
U.S. Home & Garden Announces Merger Agreement With Ionatron Inc.
Wednesday February 25, 8:30 am ET
SAN FRANCISCO--(BUSINESS WIRE)--Feb. 25, 2004--U.S. Home & Garden Inc. (OTCBB: USHG.OB - News) today announced that it has entered into a definitive agreement pursuant to which U.S. Home & Garden Inc. ("USHG") will merge with Ionatron Inc.
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Ionatron Inc. is a privately held development stage company that has developed and tested a proprietary new Directed Energy Weapon technology, which in the non-lethal mode can direct electrical discharges, through the atmosphere, to disable vehicles, such as cars, trucks or boats, without harming the vehicle occupants. The discharges will also shutdown electronic and communications equipment. When fully developed, this technology also has the capability of stunning personnel, in a manner similar to a common TASER (R) --- but is wireless and capable of much longer ranges. Ionatron is starting to produce a limited number of prototypes for customer evaluation and testing for their specific environments and missions. Ionatron believes its technology is superior to many of the existing Directed Energy technologies in development, due to its low average power requirements and potential compact size. Ionatron's technology is multifunctional in capability for various military, homeland defense and law enforcement applications. Ionatron has recently secured a limited number of US Government contracts, as well as had the technology funded as a line item in the 2004 DOD Defense Budget. Ionatron expects to use the cash from the merger to accelerate technology development and prototyping activities.
Pursuant to the merger agreement, Ionatron stockholders will be issued an aggregate of approximately 65% of USHG's outstanding common stock, on a fully diluted basis, in exchange for all outstanding shares of Ionatron common stock. Current USHG stockholders will continue to own approximately 35% of the combined companies after the merger.
Consummation of the merger is subject to various conditions, including continuing due diligence by both parties and other customary closing conditions. Upon consummation of the merger all officers and directors of USHG will resign and be replaced by persons selected by Ionatron. Closing of the merger is expected to occur in the later part of March 2004.
Robert L. Kassel, Chairman and Chief Executive Officer of USHG said, "we are very excited about this opportunity to leverage our cash position to acquire the Ionatron technology. After spending the last year exploring many possible merger candidates we believe that Ionatron's unique proprietary technology and Government contracts provide significant opportunities in the areas of counter terrorism, homeland security and defense. We believe the merger with Ionatron offers the best opportunity for us to increase shareholder value."
Ionatron was a 2001 vision of Robert Howard and Thomas Dearmin, Ionatron's President/CEO and co-founder with the idea to create a novel lower power directed energy weapon system capable of addressing the new worldwide security threats. Mr. Dearmin's past high power solid state and semiconductor laser experience along with Mr. Howard's proven capability to envision, create and manufacture new technologies proved to be the right mix to make Ionatron a success.
Commenting on the merger, Mr. Dearmin said, "We at Ionatron are very pleased with the merger agreement. This merger will allow Ionatron to accelerate the advanced development and prototype manufacturing required to get this new technology fielded for use by the United States and its allies. The merger also gives Ionatron the necessary means to attract and retain qualified employees, which are critical to the long term growth of the Company." |
