Andersen Group Amends CCTV Acquisition Agreement; Andersen Group To Acquire 50 percent of ComCor-TV in Exchange for 4 Million Shares.Business Editors NEW YORK--(BUSINESS WIRE)--Sept. 4, 2002 Andersen Group, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : ANDR ANDR Anhydrite (lithological term) ANDR Additional National Design Requirement ) today announced that it has reached terms to amend its previously announced agreement to issue shares of its common stock for the 50% outstanding shares of ZAO ZAO Zakrytoe Aktsionernoe Obschestvo (Russian: Closed Joint Stock Corporation) ZAO Zenith Angle Offset ZAO Aluminium Doped Zinc Oxide (material for producton of organic light-emitting diodes) ComCor-TV (CCTV CCTV abbr. closed-circuit television CCTV closed-circuit television ) that Moscow Broadband Communication Limited (MBC (Multimedia Benchmark Committee) A graphics benchmark that provides MPEG-2 and other tests. See GPC. ) does not already own. Andersen Group presently owns 25% of MBC and has offered to exchange its common shares for the shares of MBC that it does not presently own. The remaining 50% of CCTV is owned by Asinio Commercial Limited (Asinio), which has agreed to the revised terms. Asinio has agreed to accept 4 million shares of Andersen common stock in satisfaction of Asinio's obligation to deliver its 50% equity interest in CCTV to Andersen Group. This amendment of the Stock Subscription Agreement replaces the previously announced terms in which Andersen Group would have issued $28 million worth of its common stock to Asinio based on the average price of Andersen common stock, as long as the average share price fell within an $8 - $12 collar. Andersen Group previously announced an exchange offer to MBC shareholders under which it will issue 150 shares of its common stock in exchange for each share of MBC common stock outstanding. If all MBC investors accept this Exchange Offer, Andersen Group expects to issue approximately 2,250,000 additional shares of its common stock to complete the transaction. Following the proposed issuances of shares to Asinio and MBC shareholders, which require the approval of Andersen Group's shareholders, and reserving shares for outstanding convertible securities, Andersen Group will have approximately 9 million shares outstanding prior to the effect of any new capital being raised. Information regarding this amendment to the Stock Subscription Agreement has been filed in Andersen Group's Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. with the SEC. Andersen Group, Inc. Andersen Group (www.andersengrp.com) is an investment company based in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of that is publicly traded on the Nasdaq National Market under the symbol "ANDR". The company is a principal investor in Moscow Broadband Communication, which owns 50% of ComCor-TV (www.comcor-tv.ru), a Russian company that is in the process of wiring the City of Moscow to provide broadband services including cable television, high-speed Internet access and IP-based telephony to residential and business customers. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement Under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 This press release contains "forward-looking statements", as the phrase is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements involve risks and uncertainties and the actual outcome may differ materially from these statements. These statements include and relate to the Company's consummation of its proposed transactions with the Moscow Broadband Communication, Ltd. shareholders and Asinio Commercial Ltd. (ACL See access control list. 1. ACL - Access Control List. 2. ACL - Association for Computational Linguistics. 3. ACL - A Coroutine Language. A Pascal-based implementation of coroutines. ["Coroutines", C.D. ) and the consummation of the transaction between ACL and COMCOR. All forward-looking statements included in this report are based upon information available to the Company as of the date hereof and the Company disclaims any obligation to update developments of these risks or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments. --30--vp/ny* csm
CONTACT: Andersen Group
Andrew M. O'Shea, 860/298-0444
aoshea@andersengrp.com
or
Adam Friedman Associates LLC
Peter T. Casey, 212/981-2529, Ext. 14
peter@adam-friedman.com
KEYWORD: NEW YORK
INDUSTRY KEYWORD: INTERNET TELECOMMUNICATIONS TELEVISION/RADIO
MERGERS/ACQ
SOURCE: Andersen Group
|
|
||||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion