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Eurocontrol Technics to Resume Trading
TORONTO, ONTARIO--(Marketwire - Dec. 1, 2009) -
NOT FOR RELEASE IN THE UNITED STATES OR TO U.S. NEWS WIRE SERVICES
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 in connection with its previously announced proposed acquisition of all of the issued and outstanding common shares of Athlone Global Security Inc.
("AGS") in exchange for common shares and warrants of the Company (the "Transaction") (See Press Releases dated October 19, 2009 and November 30, 2009), the halt related to the Company's common shares will be lifted prior to the opening of markets on Wednesday, December 2, 2009 and that the common shares will resume trading on the TSX Venture Exchange.
As Eurocontrol and AGS have a director in common, being Stan Bharti and a common officer, being Patrick Gleeson, the Transaction will be considered to be a non-arm's length transaction for the purposes of the TSX Venture Exchange. Mr. Bharti currently holds directly or indirectly, 1,987,574 Eurocontrol shares and 2,600,000 AGS shares. Mr. Gleeson currently holds 15,000 AGS shares.
Pursuant to the Transaction, AGS shareholders will receive 2.4 common shares of the Company for each common share of AGS (the "Exchange Ratio"). Based on the October 15, 2009 closing price of Eurocontrol on the TSX Venture Exchange of $0.30 per share, the deemed price per AGS share is $0.72. In addition, holders of common shares of AGS will receive one-half of one common share purchase warrant (each whole warrant a "Warrant") for each common share of the Company issued. Each Warrant shall entitle the holder thereof to acquire one common share in the capital of the combined company at an exercise price of $0.30 for a 12 month period following completion of the Transaction. In addition, the shareholders of the Company will receive one-half of one common share purchase warrant (each whole warrant a "Euro Warrant") for each common share of the Company held. Each Euro Warrant shall entitle the Eurocontrol shareholders of record on the day of closing to acquire one common share in the capital of the combined company at an exercise price of $0.30 for a 12 month period following completion of the Transaction. The issuance of the Euro Warrants are subject to receipt of all security and regulatory approvals.
The Boards of Directors of both Eurocontrol and AGS unanimously support the proposed business combination.
The Transaction remains subject to receipt of all regulatory approvals, court approvals (if required) and the requisite shareholder approvals, including disinterested shareholder approval, as applicable. In addition, Eurocontrol and AGS have agreed to extend the November 30th, 2009 deadline to enter into a definitive agreement to a date which is mutually agreeable to both parties.
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(TM) 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.
About Athlone Global Security Inc.
A pioneer in the Homeland Security marketplace, Athlone Global Security Inc. focuses on acquiring and investing in emerging growth companies specializing in the development and distribution of imperative Homeland Security ("HLS") related solutions. AGS, incorporated pursuant to the laws of the British Virgin Islands, operates principally from its offices in the U.S.A. and Middle East. AGS is engaged in the acquisition of technologically oriented, privately owned, and entrepreneurially managed HLS companies that have developed unique products that can be readily adapted in major global markets where there is great demand for these products in the global war on terrorism. AGS' primary focus in sourcing its investment and acquisition opportunities is in Israel due to the wide breadth of opportunities available and the strong team and infrastructure AGS has already established in Tel Aviv. Due to the unique knowledge and expertise of counter-terrorism and HLS technologies, Israel has become an attractive source of emerging HLS technologies for North American and European markets.
Please visit the Company's web site at www.athloneglobalsecurity.com
Completion of the Transaction is subject to a number of conditions, including TSX Venture Exchange acceptance and potential disinterested shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared by Eurocontrol in connection with the Transaction, any information released or received with respect to the business combination may not be accurate or complete and should not be relied upon. Trading in the securities of Eurocontrol should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction nor approved or disapproved of the contents of this news release.
Macquarie, subject to completion of satisfactory due diligence, has agreed to act as sponsor to AGS in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion"; This agreement to sponsor should not be construed as any assurance with respect to the merits of the proposed Transaction or its likelihood of completion.
This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The securities will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.
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 AGS 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 AGS and Eurocontrol and AGS 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 AGS do not undertake to update any forward-looking information, except in accordance with applicable securities laws.