Microterra announces acquisition of environmental engineering firm for $10 million in common stock.

BOCA RATON, Fla.--(BUSINESS WIRE)--Nov. 9, 1994--Microterra Inc. (NASDAQ:MICR) of Boca Raton, announced Wednesday it has closed an agreement acquiring Rubeck Engineering & Construction Inc. of Los Angeles, one of the leading environmental engineering and fuel storage construction companies in the western U.S. and Pacific Rim, in a stock-for-stock transaction valued at $10 million.

Rubeck Engineering & Construction Inc., a California corporation founded in 1991, has net profits of over $400,000 to Sept. 30, 1994 and anticipates profits of approximately $500,000 for the full year. Rubeck has $510,000 in contracts pending completion, $649,380 in newly awarded contracts, and $1,251,892 in contracts where Rubeck is the apparent low bidder, awaiting award.

Rubeck anticipates adding an additional $5 million in contracts by the second quarter of 1995, utilizing the additional bonding capacity developed because of the acquisition by Microterra. Rubecks' management forecasts net profits to double in 1995.

Rubeck is engaged in a wide range of projects. They include design and construction of environmentally sound fuel storage systems and related remediation of contaminated soil and groundwater for the U.S. Government, such as the Department of Interior at National Parks like Yosemite, Death Valley, Bryce, Haleakala Volcano in Hawaii and Badlands National Park.

Rubeck also is engaged in the design and construction of highly complex fueling and defueling facilities for military aircraft. Rubeck is currently completing the installation of 40 above-ground fuel storage systems and related contaminated soil remediation at Warren AFB Missile Command.

Jorge H. Antico, 38, president of Rubeck Engineering & Construction Inc. will succeed Richard C. Fox as president and chief executive officer of Microterra and Rubeck's directors will become the directors of Microterra.

Microterra's present President Richard C. Fox will be president of a newly activated subsidiary of Microterra, Microterra Bio-Technologies Inc., which will continue all of Microterra's existing bio-recycling operations.

The Acquisition Agreement involves a 1 for 20 reverse split of Microterra's outstanding common stock and the issuance of 2.6 million shares for the acquisition of Rubeck.

Antico said that joining the two companies will substantially strengthen both by combining into one enterprise a variety of disciplines and expertise. "What usually requires the collaboration of four separate companies -- each with its own specialized expertise -- now will be obtainable under one."

The four areas of expertise include environmental assessment and engineering, fuel storage systems design, construction or upgrading of the fuel storage and distribution systems and environmental remediation of contaminated soil and groundwater.

"Also, among Microterra's assets of value to Rubeck are the `High Temperature Fluid Wall Reactor' capable of disintegrating contaminants at up to 4,200 degrees fahrenheit."

Fox called the acquisition a "perfect mix" of two companies with complementary experience in the environmental field. "It joins Microterra's proven technology in bioremediation with the practical knowhow of an outstanding and profitable engineering and construction company that has distinguished itself in the environmental field.

"The management changes will permit me to completely focus on the bio-recycling operations, freed of the day-to-day executive responsibilities for the holding company."

CONTACT: TransMedia Consultants Inc., Boca Raton

Tom Madden, 407/998-4888