Arguss Holdings Announces Merger of Conceptronic Subsidiary With Heller Industries and Spin-Off of Combined Corporation to Shareholders.ROCKVILLE, Md.--(BUSINESS WIRE)--March 17, 1999--Arguss Holdings entered into a Letter of Intent detailing the proposed merger of its Conceptronic subsidiary with Heller Industries, Inc. and spin-off of the combined corporation to the shareholders of Arguss Holdings, Inc. and Heller Industries, Inc. Also, the combined corporation plans to privately raise additional capital to finance its future growth plans. Rainer Bosselmann, Chairman and Chief Executive of Arguss Holdings, remarked that "the combination of Conceptronic's strong product orientation with the technological and operational expertise of Heller Industries will create a company with the size to aggressively compete in today's international electronic assembly equipment marketplace." David Heller, who will become the Chief Executive Officer of the combined corporation, commented that "the distinct market focus and distribution of each company will be maintained and strengthened by the improved competitive positioning of the corporation." Mr. Bosselmann will become the non-executive Chairman of the Board. The consummation of this proposed transaction is 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 completion of due-diligence analysis, the signing of a definitive purchase and sale agreement, approval of both companies' boards of directors and other conditions. Certain statements contained herein are "forward-looking" statements (as such term is defined in 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). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such 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. . Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those discussed in filings made by the company with the Securities and Exchange Commission. Arguss Holdings, 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 :ARGX) is a holding company that conducts its operations through its wholly owned subsidiaries 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. , Arguss Communications Group, Inc. and Conceptronic, Inc. Arguss Communications Group is engaged in the construction, reconstruction, maintenance, repair and expansion of communications systems, cable television and data systems, including providing aerial construction and splicing splicing /splic·ing/ (spli´sing) 1. the attachment of individual DNA molecules to each other, as in the production of chimeric genes. 2. RNA s. of both fiber optic and coaxial co·ax·i·al adj. Having or mounted on a common axis. coaxial Adjective 1. Electronics (of a cable) transmitting by means of two concentric conductors separated by an insulator cable to major telecommunications customers. Conceptronic is a worldwide manufacturer of highly advanced, computer-controlled capital equipment used in the electronic, SMT (1) (Surface Mount Technology) See surface mount. (2) (Station ManagemenT) An FDDI network management protocol that provides direct management. Only one node requires the software. SMT - Station Management circuit assembly industry. Conceptronic's equipment is sold to most of the world's largest automotive, telecommunications, aerospace, computer and contract assembly manufacturers. |
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