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Cenuco and Lander Agree to Merge.


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 the parent company of Lander Co., Inc., a privately-held company, today announced that the two companies agreed to merge in an all stock transaction. Following the merger, the two existing businesses will remain focused in their respective current markets but plan to integrate select overhead and administrative functions to reduce operating costs operating costs nplgastos mpl operacionales .

Cenuco develops and markets wireless data applications, with a focus on live video streaming See streaming video and video stream.  to cellular devices across any carrier or handset platform. With strategic relationships including Intel, Qualcomm, Microsoft, CellStar and numerous others, Cenuco provides cellular handset based remote video monitoring products and services, to general consumers and small businesses, as well as Federal customers. The Cenuco Wireless Data Product and Technologies group will continue to focus on the deployment of the next generation of remote monitoring (protocol) remote monitoring - (RMON) A network management protocol that allows network information to be gathered at a single computer. Whereas SNMP gathers network data from a single type of Management Information Base (MIB), RMON 1 defines nine additional MIBs that provide a  technologies, technology licensing, additional cellular carrier rollouts, and existing as well as new private label engagements.

Founded in 1920, Lander is a recognized leader in the manufacture and sale of value priced consumer 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. .

"This transaction provides excellent diversification while allowing both organizations improved growth opportunities as a combined entity," said Lander 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.  Joseph A. Falsetti. "We see this merger as a positive strategic fit for both organizations."

Steven M. Bettinger, President of Cenuco, added, "Our ultimate objective is to build value for our stockholders. We believe that this proposed merger can contribute significantly to this process. Our plan is for Cenuco and Lander 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."

Upon consummation of the merger, Cenuco's current management team will remain as management of the Wireless Data Products and Technology Division and the following persons will join as the principal members of Cenuco's management team: Joseph A. Falsetti, currently Chief Executive Officer of Lander and formerly with Unisys, will serve as President and CEO of Cenuco and Brian Geiger, currently Chief Financial Officer of Lander and formerly with Johnson & Johnson, will serve as Chief Financial Officer of Cenuco.

Upon consummation of the merger, Cenuco will issue to the owners of Lander shares of its common stock representing 65% of its outstanding stock after the merger. Immediately following the merger, the owners of Lander will own 65% of the outstanding shares of Cenuco common stock and existing Cenuco stockholders will own 35% of the outstanding shares. The closing of the merger is subject to, among other things, approval of Cenuco's stockholders and is expected to occur in June, 2005.

About Cenuco

Cenuco, Inc. (the "Company") develops wireless and internet based software solutions for transmitting live streaming video A one-way video transmission over a data network. It is widely used on the Web as well as company networks to play video clips and video broadcasts. Computers in home networks stream video to digital media hubs connected to a home theater. , and other targeted content, directly onto cellular phones and remote computers. The Company's technology has applications in a variety of markets. The Company'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. The Company'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

Lander Co., Inc. and its Canadian affiliate, Lander Co. Canada Limited ("Lander"), 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 proposed merger, the Company 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 the Company 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 for free from the Company by directing such request to the Company, Attention: Steven Bettinger, Chief Executive Officer and President, Cenuco, Inc., 6421 Congress Avenue, Suite 201, Boca Raton, FL 33487, Telephone: 561-997-2602.

The Company 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 proposed acquisition. Information concerning the interests of Company's participants in the solicitation is set forth in the Company'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 merger 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, Section 21E of the Securities 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 inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, the Company's inability to close the merger with Lander, the Company's inability to obtain the anticipated benefits of the Lander merger, the Company's inability to increase sales to current customers and to expand its customer base, the merged company's inability to consummate acquisitions or pursue growth opportunities, and other risks detailed in the Company's Securities and Exchange Commission filings, including the Company's report on Form 10-KSB. Although the Company 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. The Company undertakes no obligation to update these forward-looking statements.
COPYRIGHT 2005 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2005, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Mar 17, 2005
Words:1127
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