SSTY Releases Further Details of ONTV, Inc. Acquisition
March 24, 2006 09:49:57 (ET)
BEIJING, and PHILADELPHIA, March 24, 2006 /PRNewswire-FirstCall via COMTEX/ -- On March 17, 2006, Sure Trace Security Corporation (SSTY, Trade) announced that it had acquired the controlling interest in ONTV, Inc. (ONTV, Trade), a company presently trading on the NASDAQ OTC Bulletin Board.
At the time it stated that consideration was in cash and contractual rights.
Sure Trace intends to provide to its stockholders detailed information regarding the business and management of ONTV, which we expect will be renamed True Product ID, Inc. (TPID). In addition, ONTV, which will be under separate day-to-day management from Sure Trace, intends to file important information related to the spin-off with the Securities and Exchange Commission on Form 8- K.
In the meantime, in response to shareholder requests, Sure Trace is providing the following additional information. It is not meant to be a comprehensive disclosure of all material facts concerning either Sure Trace or ONTV. It is limited to a description of the purchase transaction.
The acquisition took the form of the purchase of the common stock of ONTV, the outstanding shares of Class A Preferred Stock, and the outstanding shares of Class B Preferred Stock. The consideration for the common and Class A Preferred Stock was the grant to ONTV of a Master License from Sure Trace to conduct all marketing and administrative rights, duties, responsibilities and obligations presently held by Sure Trace and its subsidiaries (except for those granted/reserved to Sure Trace or other parties prior to closing), including the rights, duties, responsibilities and obligations for the Company's activities in China and the rest of the world. The consideration for the Class B Preferred Stock was a payment of $500,000 to the former Chairman, President and CEO of ONTV. All shares issued to Sure Trace are "restricted" as defined by SEC Rule 144.
In its February 10, 2006 press release, Sure Trace stated an intention to issue to its shareholders, as a dividend, the shares of ONTV acquired in this transaction. The company intends to complete this transaction in full compliance with federal securities laws. In the transaction, Sure Trace acquired 75% of the outstanding shares of ONTV (i.e., 75 million shares, after conversion of preferred shares, of the 100 million authorized). The other approximately 25 million ONTV shares are in the hands of public shareholders of ONTV. In the February 10, 2006 press release, Sure Trace said that it intended to distribute approximately 90% of the common stock of the acquired company. In order to get to that level, the company planned to increase its amount of shares post-acquisition.
At that time the company envisioned issuing an additional 150 million restricted shares to SSTY (after first increasing the authorized shares) so as to bring the total OS to 250 million. That would leave approximately 25 million shares in the float and the company's 225 million would equal the 90% stated. However, for strategic reasons, the plan has changed, in light of the company's intention to not authorize, issue or register any additional free trading shares into the market during the 12-month period following the acquisition. While SSTY will still distribute 100% of the common stock it holds, that would represent 80% of TPID, not 90%. The reasoning is that it became apparent to the company that 25 million shares, which would be the only shares in the float during that time, may not provide enough liquidity in the stock and may inhibit the company in attracting new investors in the open market; therefore we expect that ONTV will issue only 25 million additional restricted shares to Sure Trace, thereby bringing the total outstanding shares to 125 million, and then effectuate a 2:1 forward split, so that Sure Trace would own 200 million restricted shares and the remaining stockholders would own approximately 50 million shares. These 200 million held by SSTY are the shares that will be the subject of the SSTY shareholder dividend at approximately 20:1, that is for approximately every 20 shares of SSTY a shareholder would receive 1 restricted share of ONTV/TPID. They would also retain their shares of SSTY.
Since there were 3,939,517,068 shares of Sure Trace issued and outstanding as of the Record Date, that makes the conversion ratio 19.697:1 (i.e. for every 19.697 shares of SSTY the shareholder is scheduled to get 1 TPID/ONTV) given that there will be 200 million TPID/ONTV shares to distribute. The current plan envisions the dividend shares being issued shortly after 20 days from the date of mailing of the Information Statement. The following is a further illustration of the effect of this planned distribution to SSTY shareholders. The following figures represent the daily moving average of the respective stocks for and as of the five-hour period preceding the close of the market 3/24/06)
19.679 SSTY shares @ $0.00169 = $0.033
1.0 ONTV share = $0.099 ($0.1989 adjusted for the split)
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TOTAL VALUE = $0.1685
Therefore, as of the close of business 3/17/06, approximately $0.033 worth of SSTY would give the shareholders of record approximately an additional $0.10 worth of ONTV stock for free.
Michael Cimino, SSTY's president said: "As our Chairman, James Mackay said previously, we hope to follow this template (that is, shares in the public company will be delivered to SSTY's then-present shareholder base) with at least one other subsidiary of SSTY, Globe Staff. Although no specific plan exists for Globe Staff at this time, we are working diligently toward such an event." |
