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Technology Stocks : TTRE: TTR Technologies, Inc. -- Ignore unavailable to you. Want to Upgrade?

To: afrayem onigwecher who wrote (85)	12/25/2002 1:28:57 PM
From: superred	Respond to of 120

Why these guys are still hyping the company when in fact they don’t believe in the business REASONS FOR THE ASSET SALE In reaching its determination to approve the Asset Sale, the Asset Purchase Agreement and related agreements, the Company's Board of directors consulted with the Company's management and its financial and legal advisors, and considered a number of factors. In its decision to recommend and approve the Asset Sale, the most important benefits identified by the Board were the following: o Cessation of Losses and Drain of Capital Resources Resulting from Existing Business. The Company will no longer be exposed to continuing losses associated with its research and development associated with continuing the Business. o Uncertain Commercial Prospects. The Board concluded that the prospects of continuing in the Business and for the copy protection market in general are uncertain. o Avoiding a Potentially Costly Legal Battle. The Company and Macrovision each allege material breaches of the agreement by the other. The proposed Asset Sale will obviate the need by the Company to undertake the risk of litigating its rights under the Alliance Agreement with Macrovision, the outcome of which is uncertain and costly. o Difficulty in Raising Capital. The Company has found it difficult to raise capital necessary to continue the Business as currently conducted and may not be able to raise capital on acceptable terms, if at all. o Resources Available for more Profitable Opportunities. The proposed Asset Sale will provide the Company with capital resources to consider and assess other opportunities that the Board believes may afford a superior opportunity for rapid growth and revenues compared to the existing Business. In evaluating the Asset Sale, the Company's Board considered the following factors, among others: (i) The lack of a currently active market in the music industry for copy protection technologies and related products and the prospects thereof. (ii) The Board's belief that the music industry may be focused on the market control of music piracy by adopting revenue sharing strategies with certain currently illegal music distribution sites rather than technological solutions designed to enhance proprietary protection. (iii) The substantial investment needed for increasing market awareness in the music industry for copy protection technologies. (iv) The difficulties encountered in marketing SAFEAUDIO and the time lag that, in the view of the Company's management, is necessary until a market develops, if ever. (v) The difficulties encountered in marketing the PALLADIUMCD product line and the substantial capital investment that management believes is necessary in order to effectively develop and market such a product line. (vi) The adverse effect on the Company's marketing effort respecting the PALLADIUMCD product line that is likely, in the view of Company management, to follow the assertion by Macrovision of its perceived rights under the Alliance Agreement. 9 -------------------------------------------------------------------------------- (vii) The significant restrictions resulting from the continuing relationship with Macrovision regarding any technological developments in the field of copy protection for audio programs and internet digital rights management. (viii) The Company's inability to effectively assert its rights under the Alliance Agreement with Macrovision, in light of its limited financial and the uncertain outcome if the Company were to assert its rights. (ix) The overall nature of the Company's relationship with Macrovision; (x) The limited ability currently afforded the Company to exploit other more profitable ventures owing to lack of capital resources. and (xi) The continuing drain of capital resources associated with the Business and the concomitant limited commercial prospects, in the view of management, available to the Company from continued engagement in the Business. In evaluating the Asset Sale, the Company's Board also considered as a factor the possibility that following the approval by the Stockholders of the Asset Sale and its consummation by the Company and Macrovision, Macrovision may conclude commercial licenses for SAFEAUDIO of such magnitude that the royalties payable to the Company in respect thereof may be significantly greater than the proceeds received in respect of the Asset Sale. The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive, but does include the material factors considered. In view of the complexity and wide variety of information and factors, both positive and negative, considered by the Board, it is not practical to quantify, rank, or otherwise assign relative or specific weights to the factors considered. In addition, the Board of directors did not reach any specific conclusion with respect to each of the factors considered, or any aspect of any particular factor. Instead, the Board conducted an overall analysis of the factors described above, including discussions with management and legal, financial and accounting advisors. In considering the factors described above, individual members of the Board may have given different weight to different factors. The Board considered all of these factors in totality and concluded, on the whole, such factors supported its determination to approve the Asset Sale. After taking into consideration all of the factors set forth above, the Board, following consultation with its legal and financial advisors, concluded that the Asset Sale is fair to, and in the best interests of, the Company and its Stockholders, and that the Company should proceed with the Asset Sale.