Celtron International Rejects PayCell Spin-Off in Favor of Acquisition.MIDRAND, South Africa -- Celtron International, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :CLTR CLTR China Liver Transplant Registry CLTR CPPU (Constant Pressure Power Uprate) Licensing Topical Report (nuclear) ) announced today that, at a special meeting of shareholders on July 26, 2004, the company rejected the proposed spin-off of its 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. , PayCell, Inc., in favor of the acquisition of PayCell by Sun Network Group, Inc., a publicly held company whose securities are already quoted on the 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 over-the-counter bulletin board. Once the acquisition has been closed, it is the intention of the Company to dividend a portion of the shares Celtron receives in the deal to Celtron shareholders. The transaction is subject to the approval of Celtron shareholders and advance notice being given to the NASDAQ Stock Market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. , in compliance with Rule 10b-17 promulgated prom·ul·gate tr.v. prom·ul·gat·ed, prom·ul·gat·ing, prom·ul·gates 1. To make known (a decree, for example) by public declaration; announce officially. See Synonyms at announce. 2. by the Securities and Exchange Commission. "The acquisition by Sun Network of PayCell will enable PayCell to accomplish its goals in a more expeditious manner," according to Allen Harington, Chief Executive Officer of Celtron. PayCell, Inc. is the United States subsidiary of Celtron, through which it will offer its Mobile Payment services to North American customers. This press release contains statements, which may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by 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. Those statements include statements regarding the intent, belief or current expectations of Celtron International, Inc., and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. |
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