SanTi Group, Inc. Announces Merger Agreement with Microlytics, Inc.
Microlytics, Inc. Announces Confirmation of Plan of Reorganization
ROCHESTER, N.Y., May 1 /PRNewswire/ -- Microlytics, Inc. (''the Company'') (OTC Bulletin Board: MCYX - news) today
announced that a Plan of Reorganization has been approved by its shareholders and creditors and that the Bankruptcy Court for the
Western District of New York has issued an Order Confirming the Plan.
The Company and SanTi Group, Inc. (''SanTi'') of Atlanta, Georgia announced today that they have entered into a definitive Merger
Agreement.
Pursuant to its Reorganization Plan, the Company (i) will effect a 1 for 400 reverse split and begin trading under the symbol SNTI
subject to symbol availability and Nasdaq approval, (ii) will distribute the net proceeds from asset liquidations to its creditors, (iii) will
merge with SanTi, and (iv) will distribute shares and/or warrants to its creditors and shareholders.
SanTi is a comprehensive, national service company catering to the non- hazardous liquid waste customer. SanTi's services include
grease trap pumping, used cooking oil collection and reclamation, septic (including pumping, installation and maintenance), portable
toilets, biosolids management, bulk liquid waste services and liquid waste processing and disposal services. Pursuant to the Merger
Agreement, the Company will issue to the owners of SanTi 7,295,879 shares of the Company's common stock. After the issuance of
shares pursuant to the Plan of Reorganization and the Merger Agreement and the effect of the reverse split, the Company will have
8,264,569 primary shares outstanding. It is anticipated that the Merger shall be consummated on May 10, 1998 and is subject only to
a ten day waiting period and the filing of various closing documents with the Delaware Secretary of State. The Company will change its
name to SanTi Group, Inc.
The Company has been assigned a new cusip number, 802877100, and will call all previously issued stock for exchange. Securities
Transfer Corporation of Dallas, Texas has been appointed the Company's new Transfer Agent. The record date for shareholders and
creditors for all actions pursuant to the Order of Confirmation is April 30, 1998.
Raymond Cash, Chairman of SanTi, stated, ''The Merger will assist SanTi in continuing to execute its business plan of growth through
acquisitions.'' Elroy G. Roelke, Chairman of Microlytics, Inc., said, ''The Plan of Reorganization and the Merger will give shareholders
and creditors an opportunity to participate in the growth of SanTi.''
Statements in this release respecting the Plan Confirmation are made by Microlytics, Inc., the Debtor in Possession. All other
statements are made by SanTi. All of the statements in this release, other than historical facts, are forward-looking statements made in
reliance upon the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. As such, they involve risks and
uncertainties and are subject to change at any time. There can be no assurance that the Company's actual future performance or that of
its subsidiaries will meet the Company's expectations for growth and profitability. The statements in this press release involve known
and unknown risks, uncertainties, and other factors which may cause actual results, performance, or achievements to be materially
different from any future results, performance, or achievements expressed or implied by these forward- looking statements.
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