Commodore Environmental Services, Inc. and Lanxide Corporation revise structure of proposed transaction.NEW YORK--(BUSINESS WIRE)--Oct. 2, 1996--Commodore Environmental Services, Inc. (OTC Bulletin Board: COES COES - Clinical Operational Equipment Sets COES - College of Engineering and Science COES - Committee on Open Electronic Systems) and Lanxide Corporation (OTC Bulletin Board: LNXI) today jointly announced that the two companies have revised the structure of their previously announced proposed transaction. As currently proposed, Lanxide would become a wholly-owned subsidiary of Commodore and each outstanding share of Lanxide capital stock would be converted into Commodore stock at an exchange ratio to be negotiated. The proposed transaction would be subject to a number of conditions, including the consummation of a public offering of at least $100 million of common stock of Commodore. In this regard, Commodore has entered into a retention letter with a nationally recognized investment banking firm, providing for such firm to act as the lead managing underwriter of the proposed offering. In connection with the negotiations, Commodore has agreed to fund the liquidity needs of Lanxide through June 30, 1997, up to certain agreed upon amounts. Bentley J. Blum, Chairman of the Board and beneficial owner of 52.6% of Commodore, is also a director and 47.0% stockholder of Lanxide. The Boards of both Commodore and Lanxide have appointed special committees to independently review the proposed transaction and report their recommendations to each respective Board. No assurances can be given that this transaction will be consummated as proposed, or at all. Lanxide was founded in 1983 to develop and commercialize novel materials processing technology. Lanxide's initial focus centered on unique approaches to the fabrication of ceramic- reinforced ceramics and metals, and has more recently expanded to include processing of polymeric materials. The company's patented technology has enabled it to engineer a new class of high-performance materials, LANXIDEd composites, which combine many of the features of ceramics and metals, providing a new class of structural materials. They exhibit combinations of strength, damage tolerance, shape versatility, hardness, stiffness, chemical stability and temperature tolerance previously unavailable in a single class of materials. Products introduced to date include electronic components, optical components, automotive engine and brake components, refractories, armor, industrial pump and cyclone components, components for gas turbine engines, rocket engines and certain other aerospace applications, and sporting goods. Commodore Environmental Services, Inc. has been involved in environmental material process technology since 1986. On June 28, 1996, Commodore Environmental Services' formerly wholly- owned subsidiary, Commodore Applied Technologies, Inc. (ASE: CXI CXI - Color Mixer (Wyron, stage lighting) CXI - Common X-Windows Interface (Unix)), successfully completed its initial public offering of common stock and redeemable warrants, raising gross proceeds of $35,075,000. Commodore Applied Technologies is commercializing its patented solvated electron process, which has been awarded the U.S. EPA's first ever portable, non-thermal, nationwide permit for PCB destruction. This process also destroys chemical warfare agents and concentrates certain radioactive wastes for more effective disposal. Commodore Environmental Services has retained 72% ownership of Commodore Applied Technologies, Inc. CONTACT: Melissa Berkowitz -- Shareholders John Peterson -- Media P: (212) 308-5800 F: (212) 753-0731 or INVESTOR RELATIONS COUNSEL: The Equity Group Terry Hosmer (212)836-9610 Robert Goldstein (212)371-8660 or R. Michael Rice Lanxide Corporation Tel. (302) 456-6219 Fax (302) 454-1712 |
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