Anitech Enterprises Inc. and Amtag ID Inc. Announce Agreement to Complete a Reverse Take-Over and Concurrent Financing.TORONTO -- Anitech Enterprises Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension .V: ANI), ("Anitech") is pleased to announce that it has entered into a non-binding letter of intent dated July 19, 2004 (the "LOI LOI Letter of Indemnity (international trade and carriage business) LOI Letter Of Intent LOI Loss On Ignition LOI Letter of Inquiry LOI Lack Of Information LOI Lack of Interest LOI Letter of Invitation LOI List Of Items ") with Amtag ID Inc. ("Amtag") providing for the reverse take-over (the "RTO (Recovery Time Objective) The amount of time a computer system or application can stop functioning before it is considered intolerable to the enterprise. It can be computed to be from seconds to days, depending on how critical the application is to the organization. ") by Amtag of Anitech. The completion of the RTO will be subject to entering into a definitive agreement and other conditions, including completion of satisfactory due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. by both parties, regulatory and shareholder approval and completion of a proposed financing. In accordance with applicable rules of the TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. (the "TSX-V") relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc all reverse take-overs, trading in Antitech's shares would be halted; however, Anitech's shares are already cease traded for failure to file financial statements. Anitech is currently in the process of preparing financial statements and Amtag has agreed to provide sufficient funds to ensure that the required financial information is filed. Terms of the RTO Under the RTO, Amtag will be acquired by or amalgamated a·mal·ga·mate v. a·mal·ga·mat·ed, a·mal·ga·mat·ing, a·mal·ga·mates v.tr. 1. To combine into a unified or integrated whole; unite. See Synonyms at mix. 2. with Anitech. Under the terms of the RTO, Anitech will consolidate its issued and outstanding common shares on a 1 for 13 basis leaving approximately 1,500,000 common shares outstanding in the hands of the current shareholders of Anitech. Anitech will then issue 20,000,000 common shares to current shareholder of Amtag in exchange for all of the outstanding common shares in the capital of Amtag. Any shareholder advances or any advances from directors who may not be shareholders shall be converted into post consolidation common shares of Anitech on the closing of the RTO, calculated by dividing the total debt owing on closing of the RTO by the price that the common shares are sold to investors in the proposed financing. Upon completion of the RTO (but excluding certain share issuances, including shares issued in the proposed financing), Anitech will have approximately 21.5 million common shares outstanding on a fully-diluted basis. Amtag's shareholder will own, collectively, approximately 90% of the fully-diluted equity of the resulting company while Anitech shareholders and option holders prior to the RTO will own approximately 10% of the fully diluted equity. The shares to be issued to Amtag shareholders and debt holders will be subject to escrow requirements imposed by the TSX-V. The parties have agreed to settle and enter into a definitive agreement to replace the LOI referenced above on or before July 31, 2004. The RTO is expected to be completed by September 30, 2004 (or such later date as agreed to by the parties) and either party may terminate the RTO agreement without penalty if the RTO does not close by December 30, 2004. The closing will be conditional upon, among other matters, the approval of the TSX-V in accordance with its policy on reverse take-overs, the approval of the shareholders of Anitech, the receipt of all other required third party consents and the absence of any material adverse changes in the business or prospects of Anitech or Amtag. There can be no assurance that the transaction will be completed as proposed or at all. Proposed Financing Anitech and Amtag will immediately seek to engage qualified agents to act on a best efforts basis in connection with the proposed financing to raise approximately $1 to $3 million through the issuance of equity securities of Anitech or the corporation resulting from the RTO (the "Financing"). It will be a condition for the closing of both the Financing and the RTO that they close concurrently. The terms of the Financing, including the size and pricing, have not been finalized and will be subject to market conditions. The agents will receive customary fees, including cash and securities of Anitech or the corporation resulting from the RTO. In accordance with TSX-V policies applicable to Anitech, the price per security can currently be no less than the closing price per Anitech share on the business day prior to the trading halt Trading Halt A pause in the trading of a particular security on one or more exchanges, usually in anticipation of a news announcement or to correct an order imbalance. During a trading halt, open orders may be cancelled and options may be exercised. subject to applicable regulatory policies. The net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). raised will be used by Anitech to grow the current business of Amtag through increased spending on, among other things, research and development and sales and marketing. Description of Anitech Anitech was incorporated on April 4, 1986 under the laws of British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography and continued under the Business Corporations Act (Ontario) on July 6, 1993. Anitech is a reporting issuer in the Provinces of Alberta, British Columbia and Ontario. Anitech's common shares are listed on the TSX-V under the trading symbol Trading symbol See: Ticker symbol "ANI". Since 1990, Anitech has operated Canada's largest RFID (Radio Frequency IDentification) A data collection technology that uses electronic tags for storing data. The tag, also known as an "electronic label," "transponder" or "code plate," is made up of an RFID chip attached to an antenna. pet recovery service under the PetNet brand. Anitech continues to be a leader in the area of identity management and online tracking/tracing by taking advantage of the emerging opportunities within RFID technologies. Anitech faced severe financial difficulties over the last year as microchip sales declined and new auxiliary services did not materialize. Furthermore, an inquiry by the Competition Bureau concerning Anitech's business practices surrounding the introduction of an annual administration fee related to its PetNet division, which has been just resolved. The target assets being acquired in connection with the RTO are all of the assets, business, property or interest therein of Anitech, which principally includes its extensive data base of PetNet clients and its customer relationships. Additional information regarding Anitech is contained in documents filed by Anitech with securities regulators, which are available on SEDAR SEDAR System for Electronic Document Analysis and Retrieval SEDAR Southeast Data, Assessment, and Review at www.sedar.com.Anitech's only operating subsidiary An operating subsidiary is a business term frequently used within the United States railroad industry. In the case of a railroad, it refers to a company that is a subsidiary but operates with its own identity and rolling stock. is Anitech Identification Systems Inc. Description of Amtag Amtag is a private company that was incorporated under the Canada Business Corporations Act The Canada Business Corporations Act, also known as Bill C-44, is a Canadian act respecting Canadian business corporations. See also
abbr. 1. Bachelor of Chemical Engineering 2. Bachelor of Civil Engineering BCE Abbreviation for before the Common Era. Place, TD-Canada Trust Tower, 161 Bay Street, 27th Floor, Toronto, Ontario, CANADA, M5J 2S1. Amtag was formed specifically to enter into an agreement with iPico Inc. ("iPico"), which gives Amtag the exclusive right to distribute iPico's RFID tags, readers and middleware for bio-logistics applications in North and Central America Central America, narrow, southernmost region (c.202,200 sq mi/523,698 sq km) of North America, linked to South America at Colombia. It separates the Caribbean from the Pacific. for inter alia [Latin, Among other things.] A phrase used in Pleading to designate that a particular statute set out therein is only a part of the statute that is relevant to the facts of the lawsuit and not the entire statute. cattle, swine, and sheep tracing/tracking and a non-exclusive licence in all other areas. With respect to bio-logistics, iPico's Dual Frequency RFID technology is currently unmatched - providing a robust solution where the performance of Low Frequency (125-134khz) is adversely affected by electromagnetic interference See EMI. and noise and where High Frequency (13.56 MHz (MegaHertZ) One million cycles per second. It is used to measure the transmission speed of electronic devices, including channels, buses and the computer's internal clock. A one-megahertz clock (1 MHz) means some number of bits (16, 32, 64, etc. ) is unreliable. Amtag is of the view that its exclusive relationship with iPico in this regard will give Anitech a significant competitive advantage. "Our goal is to commercialize and capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. our RFID expertise, first in the area of bio-logistics and then to expand through strategic acquisitions in other markets such as supply chain logistics and security. The acquisition of Anitech will complement and extend our existing product lines and is in line with our business philosophy and strategic goals. We believe that our cutting edge product lines provide us with a strategic advantage in pursuing and consummating such opportunities," concluded Gregory Roberts, 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. of Amtag. Amtag is a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of TAG ID Inc., a Nevada company, and has not operated. Gregory Roberts, of Aurora, Ontario Aurora (2006 Population 47,629[1]) is an affluent Canadian town in York Region, approximately 40 km north of Toronto. It is situated on the Oak Ridges Moraine in a part of the Greater Toronto Area and the Golden Horseshoe. , is the CEO and sole director of Amtag. TAG ID Inc. is controlled by Mr. Roberts and Gordon Westwater of Campbellville, Ontario Campbellville, Ontario, Canada is a community in the geographic township of Nassagaweya in the Town of Milton, Halton Region on the Niagara Escarpment and is a tourist destination for residents of the Greater Toronto Area. , who also control iPico. iPico has the exclusive right from iPico Holdings (Pty) Ltd. ("iPico Holdings") to carry on iPico Holding's business in North and Central America. Description of iPico Holdings iPico Holdings is a leader in RFID technology and innovation. iPico Holding's products solve authentication and identification problems where conventional technologies, like barcodes, are inappropriate, but it remains important to have effective traceability. iPico Holding's technology is especially relevant where re-usability or compliance requirements Compliance requirements are a series of directives established by United States Federal government agencies that summarize hundreds of Federal laws and regulations applicable to Federal assistance (also known as Federal aid or Federal funds). exist in areas like border control, health and safety and bio-security. iPico Holdings has developed RFID Integrated Circuits Integrated circuits Miniature electronic circuits produced within and upon a single semiconductor crystal, usually silicon. Integrated circuits range in complexity from simple logic circuits and amplifiers, about 1/20 in. (1. since the early 1990's. Today, its UHF (Ultra High Frequency) The range of electromagnetic frequencies from 300 MHz to 3 GHz. In the U.S., analog television has used UHF channels 52 to 69 in the 700 MHz band. , 2.45GHz and Dual Frequency RFID products excel at low cost, long read range, fast multi-read anti-collision and high thru-beam read-speeds of dynamic tag populations. iPico and manufacturers in Europe, Israel, Asia and Australasia. iPico Holding's produces smart labels and tags based on the iP-XTM communication protocol. iPico's Holding's low interference readers comply with regulatory requirements in major geographical regions, and allow for multi-reader roll-out in close proximity. The iPico DIMITM middleware platform manages applications in large scale, distributed systems, while the DIMITM data and connectivity architecture allows for effective device management, data switching and data security. iPico's Holding's RFID products are used to optimize the management of items, goods, people, animals and processes within the logistic supply chain and other values chains. For more information on iPico Holdings please visit www.ipico.co.za. The Resulting Company Following the completion of the RTO, the resulting company will focus principally on the RFID tracking of cattle, swine and sheep utilizing the iPico's proprietary duel frequency technology with the intention of achieving commercial development and widespread distribution of an animal tracking system as soon as possible. The board of directors of Anitech on completion of the RTO will consist of 8 directors. The initial directors will be Gordon Westwater, Gregory W. Roberts, J. Stuart Penman, Simon Lewis, Leslie T. Gord, Charles V. Keating, Joseph P. Shannon and John H. Daniels. Mr. Lewis, Mr. Gord, Mr. Keating, Mr. Shannon and Mr. Daniels are currently on the Board of Directors of Anitech. Senior management of Anitech on completion of the RTO will consist of Gordon Westwater, Chairman of the Board, Gregory Roberts, CEO, Stuart Penman, President and COO. Gordon Westwater will maintain a critical role in providing strategic and integration advisory services advisory services advisory services provided to the public, in their capacity as owners and managers of animals, are an important part of veterinary science. They may be provided by government bureaux, by commercial companies who deal in pharmaceuticals or animals or animal to the new management team. It is anticipated that Anitech will retain other key employees. Gordon Westwater, the President and CEO of iPico, has 20 years experience in supply chain management and has led the development of iPico's RFID initiative in North America. Mr. Westwater has held senior positions in Canada and the United States The United States and Canada share a unique legal relationship. U.S. law looks northward with a mixture of optimism and cooperation, viewing Canada as an integral part of U.S. economic and environmental policy. focusing on corporate strategy, diversification and North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. expansion. Mr. Westwater has significant general management and turn around management experience. Gregory Roberts is a lawyer and businessman with 15 years legal, business and entrepreneurial experience in various high technology ventures in RFID, data security, and unified communications. Mr. Roberts is Executive Vice President of iPico. J. Stuart Penman is a supply chain professional with 20 years progressive experience in all aspects of physical distribution, logistics and transportation technology management. Mr. Penman has held officer and executive management responsibility in the consumer products, industrial and retail management sectors. As a Principal and a global practice leader with Ernst & Young, Mr. Penman led the technology application service line working with a number of multi-national corporations on international network design and operations. Mr. Penman is considered an expert in supply chain management and in the emerging field of RFID. Mr. Penman has published and lectured in these areas at several post-graduate business schools and conferences. Sponsorship Anitech must retain a sponsor, unless it can qualify for an exemption under section 3.4 of TSXV Policy 2.2. Representatives of Anitech and Amtag have met with the staff of the TSX-V to determine if they can rely on a sponsorship exemption. If not, Anitech and Amtag will retain a Member of the TSXV, which meets all of the Exchange's minimum specifications as set forth in section 4 of TSXV Policy 2.2. The Sponsor then must complete satisfactory due diligence in connection with this transaction. If an agreement to sponsor is entered into, it should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion. A Sponsor will receive fees for acting as an agent in the Financing and may receive fees for acting as a sponsor. Next Steps Anitech and Amtag have completed their due diligence investigation and a definitive agreement for the RTO has been prepared. Following execution of that agreement and receipt of certain regulatory approvals, Anitech will set a record date and meeting date for the meeting at which Anitech shareholders will be asked to approve all aspects of the RTO. Anitech currently expects that the meeting will likely be held in September 2004. Furthermore, the agreement will require Amtag to take immediate steps to pay Anitech's auditor to finalize its financial statements. Amtag has recently met with Anitech's auditor to ensure that the required financial information is completed and filed. The current management and board of directors of Anitech have carefully considered the RTO, including the strengths of the new management and board and the proposed strategic direction represented by Amtag's business. Management and the board believe that the RTO provides an opportunity to increase Anitech shareholder value, have unanimously approved the LOI and, subject to entering into the RTO Agreement, will recommend to Anitech's shareholders that they approve the RTO at the shareholder meeting (subject to the satisfaction or waiver of conditions precedent in favour Anitech). Additional Statements Completion of the transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Anitech should be considered highly speculative. The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release. Anitech Enterprises Inc. (TSX VENTURE:ANI) |
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