Cenuco and Lander Agree to Amend Merger Agreement and Expedite Merger.BOCA RATON Boca Raton (bō`kə rətōn`), city (1990 pop. 61,492), Palm Beach co., SE Fla., on the Atlantic; inc. 1925. Boca Raton is a popular resort and retirement community that experienced significant industrial development in the 1970s and 80s. , Fla. & LAWRENCEVILLE, N.J. -- Cenuco, Inc. (AMEX AMEX See: American Stock Exchange :ICU ICU intensive care unit. ICU abbr. intensive care unit ICU see intensive care unit. ICU ) and Hermes Acquisition Company I LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , the parent company of Lander Co., Inc., announced today that the two companies have amended the merger agreement entered into on March 16, 2005. Under the amended agreement, the merger is expected to close on or about May 23, 2005. At the closing of the merger, Cenuco will issue shares of a new series of Cenuco preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. to the members of Hermes in exchange for all the outstanding membership interests in Hermes. The newly issued Cenuco preferred stock will be convertible into shares of Cenuco common stock representing 65% of the outstanding shares after the merger. The issuance of the shares of Cenuco common stock upon conversion of the preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. is conditioned upon, among other items, Cenuco stockholder approval. After the merger, the two existing businesses will remain focused in their respective current markets but plan to integrate select overhead and administrative functions. The companies will begin reporting combined financial information immediately after the merger is completed. At meetings of Cenuco's board of directors held on May 2, 2005 and May 9, 2005, the board discussed the need for consummating the Merger as soon as practicable in order to accelerate its business plan and potential acquisition opportunities. Founded in 1920, Lander is a recognized leader of value priced products available at Wal-Mart, Kmart, ShopRite, Walgreens, CVS (1) (Concurrent Versions System) A version control system for Unix that was initially developed as a series of shell scripts in the mid-1980s. CVS maintains the changes between one source code version and another and stores all the changes in one file. and other leading retailers throughout North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. . Lander produces and ships more than 100,000,000 product units annually. Lander and Cenuco believe that the combined company will create a platform through which they plan to acquire select strategic brands that will further the combined company's position as a leader of consumer products. It is anticipated, that through this transaction, the combined company's strategic plans will accelerate. Steven Bettinger, Chief Executive Officer and President of Cenuco, stated, "We believe that expediting this merger preserves certain time sensitive business opportunities for the combined organization. Our plan is for Lander and Cenuco to continue to focus on their current operations -- Wireless Data Products and Technology, operating under the Cenuco name, and Consumer Products operating under the Lander name." For additional information, please review the most recent 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. and associated filings that are available on the SEC website via http://www.sec.gov About Cenuco Cenuco, Inc. develops wireless and Internet based software solutions for transmitting live streaming video, and other targeted content, directly onto cellular phones and remote computers. Cenuco's technology has applications in a variety of markets. Cenuco's wireless data technology is primarily focused on wireless video monitoring solutions that allow users to view real-time streaming video of security cameras or video content feeds at their home or place of business from anywhere they receive a cellular connection, regardless of the cellular carrier, user's location, or type of cellular phone or wireless device. Cenuco's products address the fast-growing security, surveillance and Homeland Security markets, and some of its monitoring products have been listed on the Federal General Services Administration The General Services Administration (GSA) was established by section 101 of the Federal Property and Administrative Services Act of 1949 (40 U.S.C.A. § 751). The GSA sets policy for and manages government property and records. (GSA (1) (Global mobile Suppliers Association, Sawbridgeworth, U.K., www.gsacom.com) A membership organization of suppliers of GSM products and services. Its goal is to promote GSM as the worldwide mobile communications standard. See GSM Association and GSM. ) schedule. These products have also been Windows Mobile Certified by Microsoft, have received BREW certification from Qualcomm, and are listed in the Intel Mobility Catalog. Visit http://www.cenuco.com for additional information. About Lander Co., Inc. Lander Co., Inc. and its Canadian affiliate, Lander Co. Canada Limited, manufacture, market and distribute leading value brand (LANDER) health and beauty care products. Lander also produces private label brands for a limited number of top retailers. Lander has a category leadership position in the rapidly growing marketplace for value health and beauty care products - sold in dollar stores and value-focused retailers such as Wal-Mart and Kmart. Visit http://www.lander-hba.com for additional information. The Lander brand is recognized as the largest specialty bath brand as reported in 2004 by Information Resources, Inc. (IRI Iri (ē`rē`), former city, North Jeolla (Cholla) prov., SW South Korea. An agricultural center and transportation hub, it was absorbed into Iksan. ), a global provider of market content and business performance management within consumer goods consumer goods Any tangible commodity purchased by households to satisfy their wants and needs. Consumer goods may be durable or nondurable. Durable goods (e.g., autos, furniture, and appliances) have a significant life span, often defined as three years or more, and and retail industries. Lander is headquartered in Lawrenceville, New Jersey Lawrenceville is a census-designated place and unincorporated area located within Lawrence Township in Mercer County, New Jersey. As of the United States 2000 Census, the CDP population was 4,081. Lawrenceville is located roughly halfway between Princeton and Trenton. . Lander operates two manufacturing and distribution facilities, one in Binghamton, New York This article is about the City of Binghamton, New York. For the adjacent Town of Binghamton, see Binghamton (town), New York. Binghamton is a city located in the Southern Tier of New York in the United States. It is the county seat of Broome County. and the other in Toronto, Canada. About the Merger In connection with the issuance of Cenuco common stock upon conversion of the Cenuco preferred stock, Cenuco will file a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. with the Securities and Exchange Commission. Investors and security holders are advised to read the proxy statement when it becomes available because it will contain important information including the financial statements of Lander. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by Cenuco at the Securities and Exchange Commission's web site at http://www.sec.gov. The proxy statement and such other documents may also be obtained by Cenuco stockholders for free from Cenuco by directing such request to Steven Bettinger, Chief Executive Officer and President, Cenuco, Inc., 6421 Congress Avenue, Suite 201, Boca Raton, FL 33487, Telephone: 561-997-2602. Cenuco and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the issuance of Cenuco common stock upon conversion of the Cenuco preferred stock. Information concerning the interests of Cenuco's participants in the solicitation is set forth in Cenuco's proxy statements and Annual Reports on Form 10-KSB, previously filed with the Securities and Exchange Commission, and in the proxy statement relating to the issuance of the shares of Cenuco common stock when it becomes available. Certain statements contained herein may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, 21E of the Exchange Act of 1934 and/or 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. Such statements include, without limitation, statements regarding business plans and potential acquisitions. These forward-looking statements may be affected by the risks and uncertainties inherent in Cenuco's and Lander's business. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in Cenuco's Securities and Exchange Commission filings. Cenuco and Lander wish to caution readers that certain important factors may have affected and could in the future affect Cenuco's and Lander's beliefs and expectations and could cause the actual results to differ materially from those expressed in any forward-looking statement made by or on behalf of Cenuco and Lander. These risk factors include, but are not limited to: (1) the inability to successfully integrate Lander's operations with Cenuco's operations; (2) the inability to successfully consummate potential acquisitions; (3) the accounting implications of the business combination; and (4) Cenuco's inability to comply with the rules and policies of the American Stock Exchange American Stock Exchange (AMEX) Stock exchange in the U.S. Originally known as “the Curb,” it began as an outdoor marketplace in New York City c. 1850. It moved indoors to its present location in the Wall Street area in 1921. . Although Cenuco believes the statements contained herein to be accurate as of the date they were made, it can give no assurance that such expectations will prove to be correct. Cenuco undertakes no obligation to update these forward-looking statements. |
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