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Eurocontrol Enters Into Agreement to Acquire Xenemetrix Ltd.
TORONTO, ONTARIO--(Marketwire - Jan. 4, 2010) -
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Eurocontrol Technics Inc.
(TSX VENTURE:EUO) ("Eurocontol" or the "Company"), a Canadian public company specializing in the acquisition, development and commercialization of innovative energy security, authentication and verification technologies, is pleased to announce that it has entered into a letter agreement to acquire all of the issued and outstanding common shares of Xenemetrix LTD., a private company located in Israel (the "Acquisition") with offices in Austin, Texas. Xenemetrix develops, manufactures and sells x-ray fluorescent (XRF) systems for material analysis in a wide range of global markets, primarily used in homeland security, forensics, minerals and mining, in-situ fraud prevention and petrochemicals. Xenemetrix is the supplier of the XRF systems that make up the monitoring component of Eurocontrol's ISO 17025 accredited Petromark™ technology. Xenemetrix and Eurocontrol have recently finished development of Eurocontrol's 2nd generation XRF monitoring system.
"We're delighted to be acquiring Xenemetrix and their expertise in XRF technologies. The Xenemetrixinstall base of over 600 hundredXRF systems globally, provides a solid platform for the introduction ofmore advanced XRF systems finishing development currently and new technologies under development for the authentication/verification markets," commented Bruce Rowlands, CEO, Eurocontrol Technics.
In connection with the Acquisition, it is proposed that Eurocontrol shall: (i) issue an aggregate of 4,133,334 common shares of the Company (the "Common Shares"); (ii) issue 1,533,333 common share purchase warrants (the "Warrants") entitling the holder thereof to acquire one Common Share at an exercise price of $0.50 for period of 24 months from the date of closing; and (iii) deliver a cash payment in the amount of USD$180,000.
"The advantages of the proposed acquisition will be our ability to jump-start penetration of the global anti-counterfeiting and HLS markets which we have found our technology and business ideally suited for. We look forward to the launch of new product lines utilizing the full strategic scope to be facilitated by Eurocontrol," said Mr. Doron Reinis, CEO and founder.
The Acquisition remains subject to the execution of a definitive agreement and the completion of a 30 day due diligence period. In addition, the issuance of the Common Shares and Warrants remains subject to receipt of all regulatory approvals, including the approval of the TSX Venture Exchange.
About Eurocontrol Technics Inc.
Eurocontrol Technics Inc. through its wholly owned subsidiary Global Fluids International S.A. ("GFI") is one of the world's pioneers in developing and implementing innovative molecular marking systems for the oil industry.Through its proprietary Petromark™ integral system, GFI has developed a 4-part solution consisting of a molecular marker, injection, monitoring and control components. Such oil industry cost realities along with GFI's 5-year R&D efforts to create its industry-leading marking solutions, along with access to capital provided by Eurocontrol Technics Inc. allows management to pursue numerous anticipated oil marking opportunities in fiscal 2010 and in years to come.
Xenemetrix is a privately held company based in Israel with a fully owned subsidiary in Texas, USA and is a leading designer , manufacturer and marketer of Energy-Dispersive X-ray Fluorescence (EDXRF) systems and components for a wide range of industries and applications. Relying on more than 30 years experience in the field, Xenemetrix provides quality and cost effective answers to real world analytical challenges by combining the latest technological developments with innovative engineering. Xenemetrix has an installed base of approximately 650 systems worldwide of which 250 are installed in the USA. The present owners purchased the Company with a dwindling product offering in mid-2008 and have since leveraged the in-house technology portfolio to revamp the product line to include systems dedicated to anti-counterfeiting and home-land security.
Cautionary Note Regarding Forward-Looking Information This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the future financial or operating performance of each of Eurocontrol and Xenemetrix and its projects, statements regarding technological prospects, statements regarding synergies and financial impact of the proposed transaction, the terms and conditions of the transaction, the benefits of the proposed transaction, costs of and capital for projects, expenditures, timing of future technological developments, requirements for additional capital, government regulation of industrial operations, environmental risks, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of pending litigation and regulatory matters. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company (and the company resulting from the successful completion of the proposed transaction) to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; the business of Xenemetrix and Eurocontrol andXenemtrix not being integrated successfully or such integration proving more difficult, time consuming or costly than expected; not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the industrial industry; and, delays in obtaining governmental approvals or required financing or in the completion of activities. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Eurocontrol and Xenemtetrix do not undertake to update any forward-looking information, except in accordance with applicable securities laws.