American Enterprise Solutions Inc. - Majority Shareholder of National Diagnostics Inc. - Signs Letter of Intent to Merge With Medical Industries of America.TAMPA, Fla.--(BUSINESS WIRE)--Jan. 21, 1999--National Diagnostics, Inc. ("NATD NATD Network Address Translation Daemon NATD National Association of Test Directors NATD North American Association of Telecommunications Dealers NATD National Association of Teachers of Dance (UK) NATD National Association of Trainers and Developers ") (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). BB:NATD) and American Enterprise Solutions, Inc. ("AESI AESI Associated Engineering Sciences Inc ") today jointly announced that AESI has entered into a formal Letter of Intent to merge with Medical Industries of America, Inc. ("MIOA MIOA Michigan Institute of Aeronautics (Belleville, MI) ")(Nasdaq Smallcap:MIOA). NATD and AESI are continuing with their merger. The AESI previously announced offer to acquire the outstanding shares of NATD for $3.50 in AESI shares still stands. For your convenience, the AESI and MIOA press release has been incorporated as follows: BOYNTON BEACH Boynton Beach, city (1990 pop. 46,194), Palm Beach co., SE Fla., on the Atlantic coast; inc. 1920. A major suburban area, it is also a beach resort and vegetable-shipping point. , Fla. and TAMPA BAY Tampa Bay, inlet of the Gulf of Mexico, 25 mi (40 km) long and 7 to 12 mi (11.3–19 km) wide, W Fla., separated from the Gulf by numerous small islands; it receives the Hillsborough River. St. , Fla.--(BUSINESS WIRE)-- Jan. 19, 1999--Medical Industries of America, Inc. (Nasdaq:MIOA) and American Enterprise Solutions, Inc. (AESI) today jointly announced that the Companies have entered into a formal Letter of Intent to merge and will, upon completion of the merger, change its name. Michael Morrell, Chief Executive Officer of MIOA said, "The merger with AESI will catapult the new combined company into the healthcare Internet business allowing MIOA to utilize the benefits of advanced Internet technologies to improve the quality of healthcare services while increasing profitability. The significant success that the Internet will provide to our healthcare companies and communities will finally start to reduce the unnecessary costs in the healthcare system and provide opportunities for additional profit centers that the Internet can bring. The merger will allow for the use of the Internet along with our new proprietary technologies to re-empower the patients and doctors in the management of their healthcare." AESI is a Florida corporation that designs, develops, implements and operates Internet multi-media healthcare networks called "Community Health Information Utilities ("CHIUs"). These based utilities allow for the electronic connecting of all healthcare trading partners. These include doctors, hospitals, consumers, patients, employers, government agencies, managed care companies, insurance companies and all other providers and organizations. AESI also develops, manages and owns community healthcare delivery systems by incorporating and integrating all healthcare delivery services into a single-source delivery system. At the core of each enterprise is a CHIU CHIU Conference of Heads of Irish Universities . The CHIU provides, over the Internet, clinical pathways clinical pathway Critical pathway, treatment pathway Clinical medicine A standardized algorithm of a consensus of the best way to manage a particular condition Modalities used Teletherapy, brachytherapy, hyperthermia and stereotactic radiation. and quality assurance applications and systems to maximize the flow of patient data and increase the ability of the physician, hospital, ancillary service and diagnostic center to service the patient. "The integration of the entire healthcare delivery system, through the use of the Company's technologies, creates substantial reductions in healthcare costs and provides improved profits over existing healthcare models," says Charles ("Chuck") Broes, Chief Executive Officer of AESI. Mr. Broes is a recognized healthcare visionary and believes that the development of the CHIU utilizing the Internet will be the formula for success by the healthcare industry in the 21st Century. Dr. Benedict Maniscalco, a leading cardiologist Cardiologist Doctor who specializes in diagnosing and treating heart diseases. Mentioned in: Electrophysiology Study of the Heart, Lithotripsy cardiologist a physician who specializes in the diagnosis and treatment of heart disease. and one of the founders of AESI as well as its Chairman and visionary of the community healthcare enterprise model, is quoted as saying "until you re-empower the patient and physician, you can not deliver quality healthcare at the appropriate cost with measurable and meaningful outcomes." The terms and conditions of the merger provide that MIOA and AESI shall be of equal value as of the time of closing. As a result, the shareholders of AESI will receive shares of common stock in MIOA equal to the number of shares of common stock held by the MIOA shareholders. The parties anticipate that, at the time of closing, the relative value of the MIOA shares will be $2.50 and that the merger will be subject to final negotiation, evaluation, execution of the merger agreement and shareholder and SEC approvals. Initially, the merger will create revenues in excess of $100 million for the combined companies with unlimited growth potential. Michael Morrell will continue to serve MIOA as its Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. until the completion of the merger, whereupon he will serve as Chairman of the combined companies. Dr. Maniscalco will serve the combined companies as its Vice Chairman and Chuck Broes will become the CEO of the combined companies. Medical Industries of America, Inc. operates medical ancillary service businesses and is expanding the delivery of diversified medical technologies, products and services. The Company provides diagnostic and therapeutic healthcare services to the surgical and medical community through its mobile cardiac catheterization Cardiac Catheterization Definition Cardiac catheterization (also called heart catheterization) is a diagnostic procedure which does a comprehensive examination of how the heart and its blood vessels function. services and pain rehabilitation rehabilitation: see physical therapy. and sleep disorder Sleep disorder Any condition that interferes with sleep. At least 84 have been identified, according to the American Sleep Disorders Association. Mentioned in: Insomnia, Night Terrors centers. The Company also owns and operates an international air ambulance air ambulance Emergency medicine A helicopter or, less commonly, a fixed wing aircraft, used to evacuate a person who requires immediate medical attention that cannot be provided at his/her current location service and a pharmaceutical distribution business. Except for historical information, the matters discussed in this news release that may be considered forward-looking statements may be subject to certain risks and uncertainties that could cause the actual results to differ materially from those projected, including uncertainties in the market, pricing competition, procurement and operating efficiencies, availability of acquisition candidates for AESI, the ability to integrate acquired companies, the ability to secure the Company's financing, the ability to reach projected revenues and earnings, and other risks detailed from time to time in report which will be filed by the Company with the Securities and Exchange Commission. The Company assumes no obligation to update the information in this release. |
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