Here is a repeat of the special press release. I think it is useful to review following the QCC:
Valence Technology Enters Into Agreement to Acquire All Bellcore
Lithium-Ion Polymer Battery Intellectual Property Rights From Telcordia for
Three Million Shares Highlights: -- Acquisition to include 42 U.S. patents, 15
existing license agreements and PLiON(TM) Trademark -- Valence to become the
dominant global licensor of lithium-ion polymer technology -- Valence to create
separate business units to launch global technology transfer program --
Lithium-ion polymer technology represents a superior power source for all
portable electronic devices
HENDERSON, Nev., Nov 9, 2000 /PRNewswire via COMTEX/ -- Valence Technology Inc.
(Nasdaq: VLNC), a leader in the development and commercialization of lithium-
ion polymer rechargeable batteries, today announced it has executed an agreement
to acquire all rights in lithium-ion polymer battery technology from Telcordia
Technologies, Inc. (formerly Bellcore) for 3 million newly issued shares of
Valence common stock. Following the acquisition, Valence intends to package the
acquired technology with its own internally developed lithium-ion polymer
battery technology and actively license the package of technology worldwide. The
transaction will provide Valence all of the Bellcore intellectual property
covering lithium-ion, solid state, polymer batteries (also known as "plastic
batteries.")
The transaction is structured as an asset purchase and is subject to Federal
Trade Commission approval well as other customary closing conditions. The
acquisition is expected to be completed in December 2000.
Valence will obtain all rights in the battery field as they relate to
lithium-ion, solid-state polymer batteries and will become the licensor under
Telcordia's license agreements.
Acquisition Includes 42 U.S. Patents and 15 Existing Licensees and PLiON(TM)
Trademark
The purchase includes the acquisition of 42 U.S. patents, 14 U.S. patents
pending, and more than 200 foreign patents issued and pending, and 15 Bellcore
licenses with battery manufacturers throughout the world. The Bellcore patents
will add to Valence's already extensive portfolio of over 260 U.S. patents,
issued and pending, all covering Valence Technology's advanced lithium ion
polymer rechargeable battery technology.
Bellcore developments have resulted in a variety of electrochemical energy
storage devices. The patented plastic lithium-ion PLiON(TM) rechargeable battery
technology is recognized as the leading-edge technology in the rapidly emerging
field of polymer-based, solid state batteries.
Valence will become the dominant global licensor of lithium-ion polymer
technology
"This critical acquisition will establish Valence as the world leader in the
design, development and manufacturing of lithium ion polymer batteries and
battery materials," said Lev M. Dawson, Chairman and CEO. "The planned
acquisition of the Bellcore technology, combined with our extensive patent
portfolio, advanced research and development capabilities and vertically
integrated manufacturing plant in Northern Ireland means Valence will now enter
its most exciting phase -- worldwide technology transfer and licensing. We
intend to work with other battery manufacturers, license our intellectual
property and make lithium polymer batteries the new standard for powering
portable electronic devices," he said.
Dawson believes Valence's extensive patent portfolio and know-how will be of
significant benefit to other manufactures that have attempted without success to
utilize the Bellcore lithium polymer technology. "This acquisition will change
everything. We will be able to offer our patent portfolio, expertise and
specialized materials to the battery industry so our former competitors will now
become our customers. We believe that the opportunity available to us in
offering this combination of product and services will be the most promising
development for Valence since we made our first experimental polymer battery in
1988," he said.
Valence To Create Separate Companies To Launch Global Technology Transfer
Program
On or before the closing, Valence will restructure its business into three
companies under a Valence Technology holding company.
A company will be formed to develop licensing and consulting relationships
centered on Valence Technology's core technology for PLiON(TM) battery design,
factory design and material fabrication processes. The sale of battery materials
and components required for cell construction and assembly will be channeled
through a second company. A third company will continue to focus on the sale of
next generation and specialty lithium-ion polymer battery products for the
purpose of strategic market development necessary for the continued success of
the technology licensing and material business units.
Following the acquisition, Valence intends to market specialized battery
materials and components to licensees and battery manufacturers worldwide. "We
can now manufacture vast quantities of the highest quality specialized
electro-active laminated film that forms the heart of the battery," said Dawson.
"By maintaining our high level of quality control, the material we produce will
enable our licensees to manufacture consistent, efficient and cost-effective
batteries, which is something only Valence Technology has achieved to-date using
the Bellcore technology."
Significant and Rapidly Growing Market
With a projected market of 1.89 billion rechargeable batteries required
worldwide in the mobile communications market through 2005, Dawson believes
Valence will become a major player in the field as a licensor of technology.
"These unique batteries are safer and more environmentally friendly than other
technologies," he stated. Valence's unique technology is much lower in cost
compared to other manufacturers, due to its material, process and cell design.
Recent concerns about battery safety and the need to manufacture plastic
batteries in varied and changing shapes to conform to an increasing variety of
portable electronic platforms are expected to generate additional interest in
this unique technology. "The Valence battery technology, because of its cost
advantage, safety, flexibility and superior performance, is winning increasing
support in the portable electronics industry, and we believe it can become the
dominant power source into the new millennium," said Dawson.
Investor Conference Call
Members of the public are invited to listen to the Company's live conference
call on the Internet, on Thursday, November 9, 2000, at 9:00 AM PST/12:00 AM
EST. This one-hour conference call will feature Lev Dawson, Chairman and CEO, in
a discussion about this announcement. Investors wishing to hear the conference
call may log onto vcall.com /. A replay will be available for 30 days
after the call.
About Valence Technology
Valence operates facilities in Henderson, Nevada and Mallusk, Northern Ireland.
Valence is traded on the Nasdaq National Market under the symbol VLNC.
Additional information is available by visiting www.Valence.com .
About Telcordia Technologies
Telcordia Technologies, Inc., an SAIC company, is one of the world's largest
providers of operations support systems, network software and consulting and
engineering services to the telecommunications industry. Additional information
is available by visiting www.telcordia.com
The information contained herein includes forward-looking statements that
involve risks and uncertainties. Actual results may vary substantially as a
result of a variety of factors. Among the important factors that could cause
actual results to differ are the satisfaction of closing conditions, the ability
of Valence to integrate licensing into its operations, including the management
of the existing Bellcore licensees and the successful establishment of a
business selling battery materials and components are subject to risks and
uncertainties both within and outside Valence's control. These risk factors are
described from time to time in Valence's SEC reports.
SOURCE Valence Technology
CONTACT: Lev Dawson, Chairman and Chief Executive Officer of Valence
Technology, 702-558-1000; or General, Haris Tajyar, 818-427-2110, or Analysts,
Lisa Mueller, 310-442-0599, both of The Financial Relations Board |
