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Microcap & Penny Stocks : SMY - SAMSys Technologies Inc -- Ignore unavailable to you. Want to Upgrade?

To: Montana Wildhack who wrote (76)	2/27/2002 8:17:54 PM
From: Montana Wildhack	Respond to of 342

SAMSys Technologies Inc. Announces Private Placement to BTG plc and Creation of Joint Venture TORONTO, Feb. 27 /CNW/ - SAMSys Technologies Inc. ("SAMSys"), (SMY:CDNX), of Toronto, a provider of Radio Frequency Identification (RFID) reader hardware, today announced that BTG International Limited ("BTG"), the UK-based global technology commercialization company, has agreed to invest CDN $8.8 million in SAMSys. In return, BTG will receive 8,000,000 SAMSys common shares (at $1.10 per share), representing 27.9% of the outstanding common shares of the company (23.6% on a fully diluted basis). The transaction is subject to SAMSys shareholder approval, approval of the Canadian Venture Exchange, and certain other conditions, including completion of due diligence satisfactory to BTG. SAMSys will use the proceeds primarily to fund working capital requirements for the ongoing commercialisation and deployment of its RFID reader technologies and expanded service offerings. BTG and SAMSys also announced today an agreement to form a joint venture to develop technologies addressing the rapidly growing Ultra High Frequency (UHF) segment of the RFID marketplace. Each party will invest CDN $800,000 and contribute intellectual property or know how to a focused development programme. The parties have agreed that the benefits of such programme will be shared on a 50/50 revenue share basis. If the programme achieves specified technical milestones, at BTG's option in lieu of revenue sharing, it may grant SAMSys a worldwide fully paid and exclusive licence to the technology. In consideration of the joint venture and other intellectual property rights, SAMSys has agreed to issue 2,500,000 newly created non-voting convertible redeemable shares to BTG. These shares are convertible on a one to one basis into SAMSys common shares only if the program's technical milestones are achieved and BTG elects to grant SAMSys the licence. These shares will otherwise be redeemable for nominal consideration. Cliff Horwitz, Founder and CEO of SAMSys, added: "We regard this investment by BTG as the greatest vote of confidence in both our historical technology development programme, as well as our strategic direction within the RFID marketplace. This new joint venture, and the combination of efforts, will surely propel SAMSys into a leading industry position. We are delighted that the 8 year relationship we have enjoyed with BTG has culminated into a partnership of such significance." Ian Harvey, BTG's CEO, commented: "With its multi-protocol, multi- frequency approach to RFID systems, SAMSys is in a unique position to exploit the growing RFID market. Through this significant investment in SAMSys, which we believe is well positioned to become an industry leader, and through the separate joint venture to develop technologies based on Supertag we have the opportunity to extract real value from our long-standing RFID expertise and IP." RFID has a broad range of potential applications, including inventory management, parcel and container tracking, airline baggage/passenger tracking and supply chain management. The worldwide market for RFID is estimated by Venture Development Corp. to be growing at 27% CAGR, with projected sales in 2002 of $1.5 billion.