Andersen Group Announces Exchange Ratio for Moscow Broadband Communication Shareholders.Business Editors 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 established the exchange ratio for the holders of the 75% of outstanding stock of Moscow Broadband Communication Ltd. (Moscow Broadband), a Cyprus-based holding company for investments in Russian companies This is a list of companies from Russia. See List of banks in Russia for banks. Company Industry MICEX RTS 1C Company Software - - Acron (company) Chemicals - RTS:B>AKRN Aeroflot Airlines MICEX:B>AFLT RTS:B>AFLT Alfa Group Investment - - , to convert their shares into Andersen Group common stock, facilitating Andersen Group's acquisition of the shares of Moscow Broadband it does not already own. In a 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. that was filed with the Securities and Exchange Commission earlier today, Andersen Group disclosed that it has offered 150 shares of its common stock in exchange for each share of Moscow Broadband common stock outstanding. This offer is subject to approval by Andersen Group shareholders. The exchange ratio and subsequent transactions are also contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent the successful closing of Andersen Group's previously announced acquisition of the 50% holding of the Moscow broadband franchise 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 is presently held by OAO OAO Orbiting Astronomical Observatory OAO Over and Out OAO One And Only OAO Ontario Association of Orthodontists OAO Owned and Operated OAO Ontario Association of Optometrists OAO Opticians Association of Ohio OAO Orthogonalized Atomic Orbital Moskovskaya Telecommunikationaya Corp. (COMCOR). As previously announced, Andersen Group is in the process of acquiring the 50% equity stake in CCTV presently held by COMCOR for a purchase price of approximately $28 million to be paid in Andersen Group common stock. Upon the closing of these transactions, Andersen Group will own all or substantially all of the equity interests of CCTV, 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. Andersen Group expects to receive responses from Moscow Broadband shareholders before the end of July 2002. When all of the outstanding shares of Moscow Broadband are tendered and all closing conditions are met, Andersen Group expects to issue approximately 2,250,000 unregistered shares of its common stock to Moscow Broadband shareholders in transactions that will be finalized by the end of September 2002. Frank Baker, Chairman of Andersen Group, commented: "Full ownership of Moscow Broadband Communication is an important milestone in our program to acquire full ownership of the ComCor-TV franchise, which will give Andersen Group greater financial and operational control of the business. Consolidating 100% ownership of ComCor-TV in Andersen Group will also give us great options for financing the continued build-out of the Moscow broadband access network and the introduction of higher-margin services that take full advantage of the interactive network such as TV shopping, video-on-demand and IP-based telephony. In the coming months, we expect CCTV to significantly increase both its subscriber base and its average revenue per unit (ARPU (Average Revenue Per User) A calculation often used to determine the overall value of an application. It is also used to rate particular customers, especially in the wireless space, by comparing someone's account to the overall average. )." CCTV is currently wiring the Central Administrative Region, the part of Moscow with the highest concentration of wealth among residents and businesses, which will significantly increase its access to potential customers. CCTV currently enjoys a penetration rate of approximately 40% in the neighborhoods of Chertanovo and Khamovniki where it currently provides services. Moscow Broadband shareholders will receive registration rights that are identical to those registration rights to be issued in connection with the purchase of the 50% of CCTV not owned by Moscow Broadband. Additional information on the proposed exchange ratio that has been offered to Moscow Broadband shareholders is available in Andersen Group's 8-K filing 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. |
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