Compositech Ltd. Enters Letter of Intent to Acquire the Aeon Group, Inc., a B2B E-Commerce Software Company; Technology Licensing Program to Continue as a Separate Subsidiary.Business Editors/Technology Writers HAUPPAUGE, N.Y.--(BUSINESS WIRE)--June 6, 2000 Compositech Ltd. (Nasdaq:CTEK), a developer of high tech laminates for the printed circuit board industry, has signed a letter of intent to acquire The Aeon Group ÆON Group or AEON Group (イオングループ , Inc., a Business-to-Business (B2B (Business to Business) Refers to one business communicating with or selling to another. See B2B e-commerce, B2C and B2G. B2B - business to business ) e-Commerce software company that designs infrastructure connectivity solutions enabling rapid network communication across business processes. Under the terms of the transaction, all of the shares of The Aeon Group will be converted into shares of common stock of Compositech equal in number to 24.9% of the issued and outstanding shares of Compositech immediately after the acquisition and merger (the "Merger"). The former shareholders of The Aeon Group will also receive additional shares of Compositech equivalent to 5% of the issued and outstanding shares of Compositech immediately after the Merger for each $.50 increase in the market price of common stock from and after the merger, up to $4.00 per share and 15% for each $.50 increase thereafter, up to an overall cap of 90% of such shares which would be achieved at a price of approximately $5.00 per share. They will also receive two-year warrants to purchase shares of common stock equal to 27% of the shares issued and outstanding immediately after the Merger (and the exercise of warrants) at a price related to the current market price. A financing package, including a bridge loan, will be part of the Merger transaction. The current laminate laminate, n a thin slice of porcelain or plastic fabricated in a dental lab, which is cemented to the front of the teeth to cover gaps, whiten stained teeth, or reshape chipped or broken teeth. business of Compositech will be put into a new 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. . The Merger is subject to execution of definitive agreements and various actions, including approvals by the boards of directors and shareholders of each company. The Aeon Group is a privately-held software company which operates through its wholly owned subsidiary, Area 7 Technologies, Inc., The Aeon Group plans to be actively engaged in B2B e-Commerce (Business to Business Electronic-COMMERCE) Refers to one business selling to another business via the Web. See e-commerce. through a collaborative network of companies that leverages the collective knowledge and resources of the group. As part of this program, immediately prior to the Merger, Area 7 Technologies will acquire a technology license from Eltegra, Inc., a software company with operations in legacy integration and connectivity management via the use of XML XML in full Extensible Markup Language. Markup language developed to be a simplified and more structural version of SGML. It incorporates features of HTML (e.g., hypertext linking), but is designed to overcome some of HTML's limitations. objects. With this technology acquisition, Area 7 Technologies will embark on its mission to provide a systems integration platform to stand-alone companies stand-alone company An independent operating firm. For example, a large diversified firm may consider spinning off a subsidiary because, as a stand-alone company, the subsidiary would command a higher price-earnings ratio than the parent. , net-marketmakers, and trading communities, so that all participants can benefit from expanded market exposure and true process automation across their own systems and the greater network at large. Once integrated, users can enjoy a wide array of services offered by the Area 7 Hub architecture. Upon completion of the Merger, the continuing company will be named The Aeon Group, Inc., and an application will be submitted for a change of Nasdaq symbol. Jonas Medney, co-founder of Compositech, will continue as Chairman and Samuel S. Gross will continue as CFO See Chief Financial Officer. . The Aeon Group, Inc. will name a new President and 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. , COO and CTO (Chief Technical Officer) The executive responsible for the technical direction of an organization. See CIO and salary survey. . Ralph Segalowitz, Vice President of Technology, will continue to head up the CL200+ laminate technology-licensing program with technical assistance from Mr. Medney. "We are excited to be part of an internet B2B technology program working with experienced professionals in technology and financing," said Compositech Chairman Jonas Medney. "Enhanced financing ability will provide the tools we need to negotiate the best possible license or joint venture deal for our technology. The diversification into B2B internet operations should contribute significantly to our shareholder value." ABOUT THE AEON GROUP, INC. The Aeon Group, Inc. is a business-to-business (B2B) e-Commerce software company that designs infrastructure connectivity enabling rapid network communication across business processes. The Aeon Group plans on offering connectivity solutions that serve to bridge together the disparate network composed of legacy systems, net markets, and Application Service Providers (ASP), thereby achieving a model composed of local and global integration, network consolidation, and an integrated services In computer networking, IntServ or integrated services is an architecture that specifies the elements to guarantee quality of service (QoS) on networks. IntServ can for example be used to allow video and sound to reach the receiver without interruption. platform. ABOUT COMPOSITECH LTD. Compositech Ltd. has developed innovative and superior copper-clad and fiberglass epoxy epoxy Any of a class of thermosetting polymers, polyethers built up from monomers with an ether group that takes the form of a three-membered epoxide ring. The familiar two-part epoxy adhesives consist of a resin with epoxide rings at the ends of its molecules and a curing laminates used to make printed circuit boards, which are essential components of personal computers, workstations, data communications data communications, application of telecommunications technology to the problem of transmitting data, especially to, from, or between computers. In popular usage, it is said that data communications make it possible for one computer to "talk" with another. , Internet servers and telecommunications equipment. Compositech is currently engaged in locating suitable licensees, joint venture partners or purchasers for its patented technology and equipment design. Compositech(TM) and CL200+(TM) are trademarks of Compositech Ltd. The statements made in this press release contain certain 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 Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 that involve a number of risks and uncertainties. Actual events or results may differ from the Company's expectations. In addition to the matters described in this press release, risk factors listed from time to time in the Company's SEC reports and filings, including, but not limited to, its report on Form 10-QSB for the quarter ended March 31, 2000 and its report on Form 10-KSB for the year ended December 31, 1999, may affect the results achieved by the Company. |
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