Tuesday February 2, 2:26 pm Eastern Time
Company Press Release
SOURCE: Commodore Separation Technologies, Inc.
Commodore Separation Technologies, Inc. Signs
Letter of Intent to Merge With American
Technologies Group, Inc.
NEW YORK, Feb. 2 /PRNewswire/ -- Commodore Separation Technologies, Inc. (Nasdaq: CXOT; CXOTW; CXOTP),
today announced that it has signed a non-binding letter of intent to merge with and into American Technologies Group, Inc.,
(OTC Bulletin Board: ATEG - news). ATEG is engaged in the development, commercialization and sale of products and
systems using its patented and proprietary technologies, concentrating in three core areas: (i) IE(TM) Technology; (ii) water
purification; and (iii) high-energy particle beams. Commodore Separation Technologies has developed and is commercializing
its separation technology and recovery system known as SLiM(TM) (Supported Liquid Membrane) which can selectively
remove from a feedstream valuable substances for reuse or toxic materials for safe disposal
Under the terms of the letter of intent, immediately prior to the proposed merger, CXOT will form a new, wholly owned
SLiM(TM) technology subsidiary and will transfer to it all assets and liabilities relating to CXOT's current operations and
SLiM(TM) technology. Also prior to the merger, CXOT will effect a 3-for-1 reverse split of its stock. On the effective date of
the proposed merger, Commodore will merge with ATEG, with ATEG as the surviving corporation of the merger, and ATEG
will own 100 percent of CXOT.
The stockholders of record of CXOT will receive shares of common stock of ATEG equal to (a) 19.9 percent of the shares of
common stock outstanding as at the effective date of the merger, plus (b) the sum of any shares of ATEG common stock
which are issued or issuable in connection with a $1.3 million bridge financing to be completed by the date of the merger and a
proposed public offering of securities subsequent to the merger to provide working capital for the combined companies.
In addition to the merger stock, ATEG will issue to the CXOT common stockholders, rights to participate in and receive
annually 30-1/3 percent of the net profits after taxes of the new wholly owned CXOT SLiM(TM) technology subsidiary
formed prior to the merger, and to the holders of CXOT preferred stock, the right to receive three percent of the net profits
after taxes of the combined entity.
CXOT will also grant to Commodore Environmental Services, Inc. (OTC Bulletin Board: COES - news), the current owner of
approximately 87 percent of the outstanding CXOT common stock, for a period equal to the greater of the last to expire
patent or 20 years a right and license throughout the world, other than the United States, to make, use, sublicense, sell or
otherwise deal in the technology of the existing CXOT business and a11 improvements thereon in the areas of mining, minerals,
pharmaceuticals and other medical products and devices. COES will pay an annual royalty of five percent of the gross cash
receipts received from the exploitation of the license.
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Posted: Feb 2 1999 3:26PM EST as a reply to: Msg 2470 by Keensensefortheobvious
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