CTI Announces Acquisition of Sentry Telecom Systems Inc.Business Editors BURNABY, B.C.--(BUSINESS WIRE)--Nov. 8, 2001 CTI (Computer Telephone Integration) Combining data with voice systems in order to enhance telephone services. For example, automatic number identification (ANI) allows a caller's records to be retrieved from the database while the call is routed to the appropriate party. Diversified diversified (di·verˑ·s Holdings, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :CDHI CDHI Certified Disaster Housing Inspector (FEMA) ) ("CTI") is pleased to announce today that it has entered into an agreement with the founding shareholders of Sentry Telecom Systems Inc. ("Sentry") to acquire their 89% interest in Sentry. Pursuant to this agreement, the founding shareholders have agreed to enter into a Lockup Agreement lockup agreement A contractual offer of valuable assets or stock made by a takeover target to the suitor deemed most acceptable to management. A lockup agreement tends to discourage unwanted suitors, but it may penalize the target firm's stockholders because and have agreed to exchange their 7,160,000 Sentry shares for up to 3,580,000 Shares of CTI. All shares of CTI issued pursuant to this exchange will be restricted shares and will be issued over a three-year period subject to Sentry achieving certain future performance objectives. Concurrently, CTI is converting $250,000 of demand loans advanced by CTI to Sentry into common shares of Sentry effective November 5, 2001. The loans, advanced by CTI between February 15, 2001 and September 4, 2001, are being converted into 1,000,000 units at $0.25 per unit. Each unit consists of one common share of Sentry plus one warrant, entitling the holder to acquire one additional common share of Sentry for $0.25, expiring March 31, 2002. After the conversion of the demand loans and the share exchange, CTI will own over 90% of Sentry. An offer is also being made to all the remaining shareholders of Sentry to acquire their Sentry shares on the basis of one CTI share for each two Sentry shares. The Sentry founders have agreed to use their best efforts to solicit acceptance of the offer by the other shareholders. This agreement replaces the previously announced acquisition agreement of May 23, 2001. "The convergence of CTI and Sentry through this agreement is a huge step toward achievement of our shared business vision," says Dr. Neil Cox Neil Cox can refer to:
"We are very excited about signing this agreement. With our combined entities, we look to establishing ourselves as a global supplier of leading edge security products," says Director Rene Palsenbarg. Sentry (sentrytelecom.com) provides security and management software/hardware tools to secure corporate networks. Sentry's initial product, the "Phonewall", is a firewall for corporate telecommunications networks A telecommunications network is a of telecommunications links and nodes arranged so that messages may be passed from one part of the network to another over multiple links and through various nodes. . CTI is focusing exclusively on the security field, and will introduce additional new products into the marketplace through a network of strategic distribution channel partners, presently being established by Sentry. Any statements contained herein that are not historical facts are 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. within the meaning of 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, and involve risks and uncertainties. Potential factors could cause actual results to differ materially from those expressed or implied by such statements. Information on the potential factors that could affect the Company's actual results of operations is included in its filings with the Securities and Exchange Commission. These risks may be further discussed in periodic reports and registration statements to be filed by the Company from time to time with the Securities and Exchange Commission in the future. The Company's shares trade on the OTCBB under the symbol "CDHI". CTI Diversified Holdings, Inc. Rene Palsenbarg, Director |
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