To: Bucky Katt who wrote (6113 ) 10/18/2001 4:35:48 PM From: B.Long Respond to of 48461 As mentioned on another thread it looks like TTN is keeping the rights to eradiate mail and other items. FWIW B.Long Titan Announces Plan to Spin Off SureBeam SAN DIEGO, Oct. 17 /PRNewswire/ -- The Titan Corporation (NYSE: TTN) and SureBeam Corporation (Nasdaq: SURE) today announced that the Board of Directors of Titan has adopted a definitive plan to spin off SureBeam in the form of a tax-free stock dividend to Titan shareholders within the next 12 months. The plan involves filing a letter ruling request with the IRS seeking approval of the tax-free distribution. Titan intends to file the letter ruling request within the next few weeks and intends to execute the spin off as soon as practical following the receipt of that ruling. Titan has agreed, subject to the consent of its lenders, to purchase a perpetual and exclusive, non-royalty bearing license to use SureBeam's intellectual property on all applications other than the 1.8 trillion pound worldwide food, animal hides, and flowers markets in return for the following: 1) to make available to SureBeam a $50 million line of credit, 2) to convert the current $75 million debt owed Titan to equity via an exchange for SureBeam stock, and 3) a cash payment of $8 million. The terms of the credit facility, which have not been finalized will allow for quarterly draws, will be subject to certain financial covenants, and will have as collateral all of SureBeam's assets. Although Titan intends to continue to use SureBeam as its supplier of accelerator systems and integrations services for the foreseeable future, as part of the agreement, Titan has also committed to utilize SureBeam as its exclusive supplier for all e-beam and x-ray accelerator systems owned and operated by Titan or sold to a third party through at least December 31, 2003. In addition, Titan has also committed to utilize SureBeam exclusively for all integration services related to accelerator systems until at least December 31, 2002. As a result of the action taken by Titan's Board of Directors, Titan's financial statements for all periods beginning with the third quarter of 2001 will reflect SureBeam as a discontinued operation in accordance with Accounting Principles Board Opinion No. 30. Since SureBeam's financial results are now presented as a discontinued operation on Titan's income statement, Titan's revenue and profit guidance will no longer include SureBeam's expected financial results. "We believe that the decision to spin-off SureBeam is a good one for both Titan and SureBeam shareholders. The spin-off will enhance the operations of both Titan and SureBeam as the management and employees of each company will be able to focus exclusively on their respective businesses. It will also significantly increase SureBeam's float and provide the stock with the additional liquidity that is important to many institutional investors. In addition, it will allow the market to value each company independently and allow investors to make investment decisions based on how each company's risk/reward profile fits into their overall investment strategy," said Gene W. Ray, Chairman, President and CEO of Titan. "The spin-off of SureBeam will result in the execution of our long term strategy for maximizing shareholder value which is to create, build, and launch technology based businesses. We look forward to completing this process as soon as is practical," Ray concluded.