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EnerNow Plans to Acquire Battery Business and Receive Additional $6.7 Million in Funding for Combined Companies; Expanded Company to be Renamed Ener1, Inc.


Business Editors

FORT LAUDERDALE Fort Lauderdale (lô`dərdāl), residential, commercial, and resort city (1990 pop. 149,377), seat of Broward co., SE Fla., on the Atlantic coast; settled around a fort built (c.1837) in the Seminole War, inc. 1911.  & 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.--(BUSINESS WIRE)--May 9, 2002

EnerNow, Inc. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:INPM INPM International Network on Personal Meaning ) has agreed in principle to acquire the battery business of its parent company, Ener1 Holdings, Inc. Ener1 Holdings also has agreed in principle to make an additional investment of up to $2.0 million in EnerNow, depending upon its working capital needs. The investment is not contingent on Adj. 1. contingent on - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress"
contingent upon, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent
 the completion of the battery company acquisition. Consummation of the transactions is subject to required shareholder and regulatory approvals, due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , negotiation and execution of definitive agreements and other conditions. In connection with the transactions, Ener1 Holdings plans to provide the battery company with funding of $4.7 million for the development of its battery related business. Despite the combined $6.7 million capital infusion Capital infusion

Often refers to the cross-subsidization of divisions within a firm. When one division is not doing well, it might benefit from an infusion of new funds from the more successful divisions.
 assuming the completion of the merger, the management of both companies noted that additional financing will be required in order to implement their business plans and that no commitments for such additional financing have been received.

To reflect its newly-expanded focus and strategy based on the acquisition, EnerNow will change its name to Ener1, Inc. Ener1, Inc. will be comprised of two divisions - the Digital Media Technologies Division and the new Energy Division. The acquisition will be based on a preliminary valuation of $60 million, and the $6.7 million in additional equity is intended for both the existing digital media technologies and emerging battery businesses as disclosed above.

"The battery side of our planned new Energy Division will continue to develop and market products based on its highly advanced and proprietary lithium-metal and lithium-ion technologies," said Larry Light, acting president and chief executive officer of the renamed Ener1, Inc. "We believe that this is a strategic advantage that will rapidly launch Ener1 to world-class status in the battery industry. The planned New Energy Division's team of scientists and engineers includes over a dozen PhD's, possessing research and development skills in electrochemistry electrochemistry, science dealing with the relationship between electricity and chemical changes. Of principal interest are the reactions that take place between electrodes and the electrolytes in electric and electrolytic cells (see electrolysis), as well as the , materials science materials science

Study of the properties of solid materials and how those properties are determined by the material's composition and structure, both macroscopic and microscopic.
, and physics, as well as in manufacturing. Coupled with Ener1, Inc.'s existing engineering team, the combined group brings to Ener1 a sixteen-year track record in turning innovative technology into new products."

Ener1 Holding's co-founder and chief technology officer, Dr. Peter Novak, who holds a doctorate in physical chemistry, stated, "We expect the new Ener1 Energy Division's patent-pending lithium battery Lithium batteries are primary batteries that have lithium metal or lithium compounds as an anode. Depending on the design and chemical compounds used lithium cells can produce voltages from 1.5V to about 3V, twice the voltage of an ordinary zinc-carbon battery or alkaline cell.  technology to enable us to produce batteries with up to three times the energy density, by weight, of existing batteries. This will allow us to manufacture batteries for a broad range of commercial and military applications that would provide greater power capacity while being smaller than today's batteries. Our intellectual property will include five pending battery-related patents and several patent applications that are planned for submission to the U.S. Patent Office in the near future."

Ener1's new Fort Lauderdale battery production facility is scheduled to go into operation by July. More than $23 million in custom-built production equipment is currently being installed in the facility. During the past twelve months, Ener1 Holdings has invested more than $13.5 million in advanced battery development and production equipment, including $3.5 million in April of this year.

"This is an exciting time for us," Novak said. "We believe that we have the ideal combination of intellectual property as well as technical and manufacturing talent to turn years of advanced research and production planning Production planning

The function of a manufacturing enterprise responsible for the efficient planning, scheduling, and coordination of all production activities.
 into a business that will usher in Verb 1. usher in - be a precursor of; "The fall of the Berlin Wall ushered in the post-Cold War period"
inaugurate, introduce

commence, lead off, start, begin - set in motion, cause to start; "The U.S.
 an entirely new line of commercial, military and industrial products. We are confident that our strategy will produce additional business opportunities as well as help us to maximize operational efficiency within Ener1. The results should benefit our shareholders and customers."

Light added, "The first phase of the strategic plan for the battery business is to market custom batteries for military and industrial applications. These products will be manufactured at the Fort Lauderdale facility. Phase two of the strategic plan for the battery business calls for licensing the proprietary battery technology to consumer battery companies."

The planned acquisition and financing transactions call for the public company to issue a combination of common stock, convertible redeemable 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.
, and debt to Ener1 Holdings, Inc., which currently owns 80% of the public company. The majority of the purchase price is attributable to intellectual property and on-going research and development. Ener1 will only record tangible net assets Net assets

The difference between total assets on the one hand and current liabilities and noncapitalized long-term liabilities on the other hand.


net assets

See owners' equity.
 based on the financial statements of the battery company, which are currently being audited. Upon completion of the transaction, Ener1, Inc. would have approximately 384 million fully-diluted common share equivalents outstanding, of which Ener1 Holdings is anticipated to own approximately 96 percent.

About Ener1 Holdings

Ener1 Holdings, Inc. is a privately held company privately held company

A firm whose shares are held within a relatively small circle of owners and are not traded publicly.
 based in Fort Lauderdale, Florida Fort Lauderdale, known as the "Venice of America" due to its expansive and intricate canal system, is a city in Broward County, Florida, United States. The city's population is described as metropolitan, where diverse culture is commonplace. According to 2006 U.S. . Its companies are developing advanced lithium-metal battery and electromagnetic protection solutions, as well as a line of digital media distribution hardware and software systems, and interactive TV-based services.

About Ener1, Inc.

Ener1, Inc. (OTCBB:INPM), based in Boca Raton, is the new trade name for Inprimis, Inc., which has been doing business under the name EnerNow. In addition to the battery business that will comprise part of the planned Energy Division, the public company will have three other lines of business:
-- Ener1 Digital Media Distribution Products develops and markets advanced
digital media distribution products that provide video, movies, and music on
demand, Web access, e-mail, and interactive TV services delivered through the
television. Its products include Interactive Media Terminals(TM), home media
gateways, streaming media servers, and other convergence products. Customers
include LodgeNet Entertainment, National Semiconductor, Sprint, KoolConnect,
Skylight Systems, Get Well Network, and American VOD.

-- Ener1 Engineering Consulting Services provides software and hardware design
and development services for companies in the interactive TV, semiconductor,
consumer electronics, video, Internet, and multimedia industries. Clients
include Liberate, National Semiconductor, Conexant, Philips, AOL, Legato Video,
Pegasus, and others.

-- Ener1 EnerWatch is developing proprietary electromagnetic and materials
technology intended for use in the design and manufacture of products to
monitor and eliminate the harmful effects of electromagnetic radiation emitted
by power transmission lines and related equipment.


In addition to Ener1's four lines of business, and as previously announced, Ener1 and EDLook, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 have formed EnerLook Healthcare Solutions, Inc., which will market an integrated suite of interactive television and Internet services for hospitals nationwide. EnerLook's unique service combines interactive patient education, movies on-demand, Internet services, cable TV, games, online chat and e-mail, as well as a host of hospital administrative services, including interactive real-time patient surveys, custom interactive dietary menus, and patient room maintenance.

For more information, visit the company's Web site at http://www.ener1.com or call 561-997-6227.

Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 Statement

This release contains forward-looking statements within the meaning of the Federal 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. These forward looking statements involve risks and uncertainties, including, but not necessarily limited to, the change in control of EnerNow and dilution to existing shareholders of EnerNow caused by the transactions with Ener1 Holdings, Inc., the history of operating losses incurred by EnerNow and its need for additional capital, the lack of any operating history for the development stage Ener1 battery business, the need for additional capital for the Ener1 battery business, the inability to complete the acquisition of the Ener1 battery business, the ability to enter into and receive revenue from new contracts, the rate of development of the information appliance See Internet appliance.

(hardware) Information Appliance - (IA) A consumer device that performs only a few targeted tasks and is controlled by a simple touch-screen interface or push buttons on the device's enclosure.
 market, the successful development and market acceptance of new products and services, the degree of competition in the market for such products and services, competitive pricing practices, dependencies upon key personnel, and low barriers of entry into the software development and services markets. Further, a significant portion of the company's sales is derived from a limited number of customers, the loss of one or more of which could adversely impact operating results. Some of these and other risks are detailed in the company's' annual report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the year ended December 31, 2001, as well as in the company's other filings with the Securities and Exchange Commission. Such risks and uncertainties could cause actual results or performance to differ materially from any future results or performance expressed or implied in the forward-looking statements included in this release.
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Comment:EnerNow Plans to Acquire Battery Business and Receive Additional $6.7 Million in Funding for Combined Companies; Expanded Company to be Renamed Ener1, Inc.
Publication:Business Wire
Geographic Code:1USA
Date:May 9, 2002
Words:1350
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