SSTY Announces Deal to Acquire NASDAQ Bulletin Board Company
11 February 2006 - 3:25AM
PR Newswire (US)
BEIJING and PHILADELPHIA, Feb. 10 /PRNewswire-FirstCall/ -- Sure
Trace Security Corporation (OTC:SSTY) today announced that it has
signed an agreement to acquire the controlling interest in a
company presently trading on the NASDAQ OTC Bulletin Board. The
agreement calls for the acquired company to be renamed True Product
ID-US ("TPiD-US"). TPiD-US shall be granted, at closing, a Master
License from SSTY to conduct all marketing and administrative
rights, duties, responsibilities and obligations presently held by
SSTY and its subsidiaries (except for those granted/reserved to
SSTY or other parties prior to closing), including the rights,
duties, responsibilities and obligations for the company's
activities in China and the rest of the world. SSTY will receive
all but between 5 to 10% the shares of TPiD-US in exchange for cash
consideration. TPiD-US, as a consequence of the transaction, will
become a subsidiary of SSTY. SSTY's board intends to then approve
the spin-off of TPiD-US through the dividend of 100% of the SSTY
shares of TPiD-US to all shareholders of SSTY. The dividend will be
payable on a record date to be determined by the SSTY board.
Fractional shares of TPiD- US common stock will not be issued and
any SSTY shareholder entitled to receive a fractional share will
instead receive a cash payment. The shares issued to SSTY
shareholders shall be restricted. SSTY shareholders will retain
their present shares in SSTY. The dividend has been structured to
qualify as a tax-free stock dividend to SSTY stockholders for U.S.
federal income tax purposes. Cash received in lieu of fractional
shares, however, will be taxable. Shortly after the dividend record
date, SSTY will mail an information statement to its stockholders
of record as of the close of business on the record date. The
information statement will include information regarding the
dividend and the business and management of TPiD-US following the
distribution. In addition, SSTY and TPiD-US intend to file
important information related to the spin-off, including this
release, with the Securities and Exchange Commission on Form 8-K.
Closing is anticipated to be March 16, 2006 but may be moved in
advance or back upon mutual agreement of the parties. The terms of
the Master License to be granted to TPiD-US will call for TPiD-US
to pay a monthly minimum payment to SSTY in addition to a five
percent (5%) royalty of the gross revenues received by TPiD-US
under the worldwide license. "We hope to follow this template (that
is, a monthly minimum will be paid to SSTY and shares in the public
company will be delivered to SSTY's then- present shareholder base)
with at least one other subsidiary of SSTY, Globe Staff," said
James Mackay, SSTY Chairman, although he cautioned that no specific
plans exist for Globe Staff at this time. Michael Cimino, SSTY
President, said: "This arrangement will allow SSTY shareholders to
hold, in addition to their shares in SSTY, shares in the acquired
company, for which there will be publicly disclosed bids and asks,
as well as the other features of the OTCBB. The arrangement will
also provide a potential source of regular income to SSTY. We
foresee no further need to raise additional funds for SSTY, which
would eliminate further dilution of SSTY stock. In addition, it
transfers the funding burden from SSTY to TPiD-US and Globe Staff
respectively, along with the responsibility for their operations."
He continued: "This new company will have new management, with
specific experience in building global companies and their
worldwide operation systems. Our plans are to have that management
in place prior to the closing date on the acquisition." About Sure
Trace Security Corporation Sure Trace produces integrators for
anti-counterfeiting and security surveillance applications and is a
provider of integrated tracking devices. The Company intends to
deliver turnkey solutions for governments, armed forces, and
industry, through its own proprietary technology and through
aggregating the technology, products, and services of third parties
via licensing agreements and or joint ventures. For more
information go to: http://www.suretrace.com/. SAFE HARBOR
STATEMENT: This news release contains "forward-looking statements"
that are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. "Forward-looking
statements" describe future expectations, plans, results, or
strategies and are generally preceded by words such as "future,"
"plan" or "planned," "will" or "should," "expected," "anticipates,"
"draft," "eventually" or "projected." You are cautioned that such
statements are subject to a multitude of risks and uncertainties
that could cause future circumstances, events, or results to differ
materially from those projected in the forward-looking statements,
including the risks that our products may not achieve customer
acceptance or perform as intended, that we may be unable to obtain
necessary financing to continue operations and development, and
other risks. You should consider these factors in evaluating the
forward-looking statements included herein, and not place undue
reliance on such statements. The forward-looking statements are
made as of the date hereof and Sure Trace undertakes no obligation
to update such statements. In August 2005, the common stock of Sure
Trace was suspended from trading by the Securities and Exchange
Commission, but the suspension ended in accordance with the
securities laws after ten days. Management of Sure Trace is
currently working with the broker-dealer community and regulators
to permit quotations to be entered as soon as possible. More
information will be provided to the public when circumstances
warrant. First Call Analyst: FCMN Contact: michaelc@suretrace.com
DATASOURCE: Sure Trace Security Corporation CONTACT: Michael
Cimino, President, Sure Trace Security Corporation,
+1-215-972-6999, or Web site: http://www.suretrace.com/
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