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Acument Global Technologies, Inc. Announces Tender Offer and Consent Solicitation For Its Senior Secured Floating Rate Notes Due 2014.


TROY, Mich. -- Acument Global Technologies, Inc. ("AGT AGT antiglobulin test. "), formerly known as TFS TFS The Forum Site (online forum)
TFS Team Foundation Server (Microsoft Visual Source Safe)
TFS Toyota Financial Services
TFS Thanks for Sharing
TFS Tactical Fighter Squadron
TFS Three-Five Systems Inc.
 Acquisition Corporation, announced today that it commenced a cash tender offer for all of its outstanding Senior Secured Notes due 2014 (the "Notes") (CUSIP CUSIP

See: Committee on Uniform Securities Identification Procedures


CUSIP

See Committee on Uniform Securities Identification Procedures.
 Nos. 88322C AA7 and U8833 UAA UAA

ochre codon, one of the three stop codons.
4). In conjunction with the tender offer, AGT is soliciting consents from holders of the Notes to effect certain proposed amendments to the indenture governing such Notes and to terminate the registration rights agreement relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 such Notes.

The tender offer and consent solicitation Consent Solicitation

A solicitation by one party to the stakeholders of a particular security for the consent of a material change.

Notes:
Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with
 is being made pursuant to an Offer to Purchase and Consent Solicitation Statement and a related Consent and Letter of Transmittal Letter of Transmittal

A document used by security holder to accompany certificates surrendered in an exchange or other corporate action.
, each dated as of November 16, 2006. The tender offer and consent solicitation will expire at 5:00 p.m., New York City New York City: see New York, city.
New York City

City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
 time, on January 16, 2007, unless extended (the "Expiration Date Expiration Date

The day on which an options or futures contract is no longer valid and, therefore, ceases to exist.

Notes:
The expiration date for all listed stock options in the U.S.
"). The Expiration Date may not be extended past April 30, 2007.

Holders who validly tender their Notes and provide their consents to the proposed amendments to the indenture governing the Notes and to the termination of the registration rights agreement relating to the Notes prior to the consent payment deadline of 5:00 p.m., New York City time, on November 29, 2006, unless extended (the "Consent Payment Deadline"), shall receive the total consideration equal to $1,030.00 per $1,000 principal amount of the Notes, which includes a consent payment of $30.00 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the settlement date. If the minimum tender condition has been satisfied and the requisite consents are received on or prior to the Consent Payment Deadline, $5.00 of the consent payment will be paid promptly following the Consent Payment Deadline (and shall not be refundable) and $25.00 of the consent payment will be paid on the settlement date if the Notes are accepted for payment.

Holders of Notes tendered after the Consent Payment Deadline will not receive a consent payment. AGT is permitted to redeem all or a portion of the Notes at any time prior to December 29, 2006 for a redemption price Redemption price

See: Call price


redemption price

1. The price at which an open-end investment company will buy back its shares from the owners. In most cases, the redemption price is the net asset value per share.

2.
 equal to 102% of the principal amount thereof, plus accrued and unpaid interest, if any. Notwithstanding the tender offer and consent solicitation, AGT reserves the right to redeem all of the Notes in accordance with the terms of the indenture under which the Notes were issued. The tender offer and consent solicitation do not constitute a call for redemption of the Notes.

The purchase price for Notes that are validly tendered after the Consent Payment Deadline but on or prior to the Expiration Date will be equal to $1,000.00 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the settlement date for such Notes.

Except in certain circumstances, Notes tendered and consents delivered may not be withdrawn or revoked after 5:00 p.m., New York City time, on November 29, 2006, unless extended.

Among other things, the proposed amendments to the indenture governing the Notes would eliminate most of the indenture's principal restrictive covenants Restrictive covenants

Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends.
 and would amend certain other provisions contained in the indenture. Among other things, the termination of the registration rights agreement would eliminate AGT's obligation to offer to exchange the Notes for publicly registered notes. Adoption of the proposed amendments and termination of the registration rights agreement require the consent of the holders of at least a majority of the aggregate principal amount of the Notes. Holders who tender their Notes will be required to consent to the proposed amendments and the termination of the registration rights agreement and holders may not deliver consents to the proposed amendments and the termination of the registration rights agreement without tendering their Notes in the tender offer.

The tender offer is subject to several conditions, including, among other things, AGT's receipt of proceeds from a new issuance of debt securities or a new second lien A Second lien financing is a form of financing secured on a second ranking basis by (more or less) the same security, which secures the first ranking financing. The first lien lenders and the second lien lenders agree that, in the event of a security enforcement or bankruptcy, the  credit facility, which proceeds must be sufficient (and, under the terms of the agreements governing AGT's indebtedness, are permitted to be used) to pay the aggregate total consideration and/or the purchase price for the Notes accepted in the Offer; a minimum tender condition; receipt of the requisite consents and execution of a supplemental indenture and execution of an amendment terminating the registration rights agreement. AGT may amend or extend the tender offer and consent solicitation in its sole discretion and may terminate the tender offer if it reasonably believes one or more of the conditions to the tender offer cannot be satisfied or if it has redeemed all of the Notes in accordance with the provisions of the indenture governing the Notes.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The offer and consent solicitation is being made pursuant to the Offer to Purchase and Consent Solicitation Statement and related materials, copies of which will be delivered to all noteholders. Persons with questions regarding the offer and the consent solicitation should contact Citigroup Corporate and Investment Banking, the Dealer Manager and Solicitation Agent, at (800) 558-3745 or (212) 723-6106, or Global Bondholder Bondholder

A firm often has stockholders and bondholders. In a liquidation, the bondholders have first priority.


bondholder

An individual or institution that owns bonds in a corporation or other organization.
 Services Corporation, the Information Agent, at (866) 389-1500 or (212) 430-3774.

Headquartered in Troy, Mich., USA, Acument Global Technologies is a leading, global, full service provider of value-based fastening systems, offering more than 270,000 stock keeping units to approximately 10,000 customers in over 150 countries. It offers a comprehensive range of both highly engineered and standardized products A product that conforms to specifications resulting from the same or equivalent technical requirements. NATO standardized products are identified by a NATO code number.  targeted to customers and end-use applications in the aerospace, automotive, construction, electronics, industrial equipment and non-automotive transportation industries.

Forward-Looking Information

The statements in this news release that are not historical facts are forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 that are subject to material risks and uncertainties. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors which are discussed in AGT's Confidential Offering Circular Offering Circular

An abbreviated prospectus for a new security listing. Delivered to individuals and brokerage houses, these documents are issued to arouse interest in the new issue.

Notes:
An offering circular allows investors to access information regarding a new issue.
 and other periodic reports available via our website (www.textronfasteningsystems.com/pressroom/filings.html). These risks and uncertainties include, but are not limited to, uncertainties relating to our ability to implement our business strategy, including operating as an independent company and our ability to establish our own corporate identity; changes in domestic and international market conditions; our ability to attract and retain customers; changes in capital requirements Capital requirements

Financing required for the operation of a business, composed of long-term and working capital plus fixed assets.
; fluctuating costs and availability of raw materials; competition; our ability to adapt to technological changes in our industry; our exposure to potential work stoppages; fluctuations in foreign exchange rates; changes in laws and regulations; potential litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
; retention of our management team; and other factors. AGT does not undertake to update any forward-looking statements in this news release or with respect to matters described herein.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Nov 16, 2006
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