BERLIN, April 14, 2003 (PRIMEZONE) -- Advanced Technology Industries, Inc. (OTCBB:AVDI) ("ATI") announced today that it has extended the term under the previously announced Letter of Intent ("LOI") with LTDnetwork, Inc. ("LTDN") to July 31, 2003. Under the LOI, ATI has agreed to acquire LTDN (the "Acquisition") in consideration for the issuance to the shareholders of LTDN of not less than 51% of the outstanding shares of common stock of ATI for $5 million.
Under the terms of the LOI, in the event ATI chooses not to proceed with the Acquisition or ATI is unable to issue a majority of its shares to LTDN in connection with the Acquisition, ATI has agreed to pay LTDN a break-up fee, consisting of the Star Can patents. As part of the extension of the term of the LOI, the parties to the LOI have revised the conditions under which such break-up fee is payable. Such break-up fee is only payable if LTDN is willing and able to proceed with the Acquisition at the time ATI is in breach under the LOI, LTDN has loaned to ATI at least $500,000 by April 30, 2003 and LTDN has loaned to ATI at least an additional $500,000 by June 30, 2003. LTDN only needs to provide the additional $500,000 by June 30 if at least the greater of 50% of the outstanding indebtedness of ATI and its subsidiaries as of March 31, 2003 or $3,400,000 of such indebtedness, (i) has been converted, or is subject to an agreement to be converted on or prior to the closing of the Acquisition, to shares of ATI common stock or (ii) has been cancelled, or is subject to an agreement to be cancelled on or prior to the closing of the Acquisition, in connection with a settlement (but only to the extent such indebtedness is forgiven and is not required to be repaid).
ATI and LTDN are continuing to conduct due diligence in connection with the Acquisition as described in the LOI. The Acquisition is subject to the occurrence of certain events that may or may not happen including the satisfactory completion of due diligence, the negotiation and execution of a definitive merger agreement and the negotiation and compromise of outstanding debts with creditors. The terms of any such definitive agreement may materially differ from those contained in the LOI.
"We continue to make progress toward consummating the Acquisition," commented Hans-Joachim Skrobanek, President of ATI.
"As our due diligence and the compromise of creditors continues, we are significantly reducing expenses, funding current costs, as required, and engaging in the process of converting the Company's debt into equity. We look forward to completing the Acquisition," said Allan Klepfisz, President and Chief Executive Officer of LTDN.
There are several conditions precedent to the closing of the Acquisition, any of which can fail to occur, which could result in the Acquisition not taking place. There can be no assurance that the Acquisition or additional financing will occur. In addition, there can be no assurance that the closing of the Acquisition will not be delayed beyond the parties' current expectations.
About Advanced Technology Industries, Inc.
Advanced Technology Industries, Inc. is a technology holding company devoted to technology identification and acquisition, as well as research and development leading to commercialization of innovative products, including proprietary technologies. ATI's has offices in Berlin and Passau, Germany and in Russia.
About LTDnetwork Inc. www.ltdnetwork.com
LTDnetwork operates over 350 specialty e-commerce sites and has developed a range of cutting-edge proprietary software products that is designed to facilitate and enhance the purchasing experience of both its own customers and those of leading Internet companies that will utilize the products under joint venture or licensing arrangements. LTDnetwork has offices in San Francisco, California and Melbourne, Australia.
The above news release contains forward-looking statements. These statements are based on assumptions that the management of Advanced Technology Industries, Inc. believe are reasonable based on currently available information, and include statements regarding the intent, belief or current expectations of Advanced Technology Industries, Inc. and its management. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, and are subject to a wide range of business risks, external factors and uncertainties. Actual results may differ materially from those indicated by such forward-looking statements. Advanced Technology Industries, Inc. assumes no obligation to update the information contained in this press release, whether as a result of new information, future events or otherwise.
Corporate Contact: Advanced Technology Industries, Inc. Hans-Joachim Skrobanek Taubenstrasse 20 10117 Berlin, Germany Telephone + 49.30.201.7780 Telecopy + 49.30.207.7899 Email hjskrobanek@advancedtechnologyind.com LTDnetwork Inc. Allan M. Klepfisz 855 Folsom Street #919 San Francisco, CA 94107 Telephone + 415.341.8964 Telecopy + 415.341.8965 Email amk@ltdnetwork.com