BERLIN, Feb. 4, 2004 (PRIMEZONE) -- Advanced Technology Industries, Inc. (OTCBB:AVDI) ("ATI") announced today that it expects to complete its previously announced proposed combination with LTDnetwork, Inc. ("LTDN") during the first quarter of 2004.
"We are very pleased that the efforts of the past 15 months are coming to fruition," commented Hans Skrobanek, President of ATI. "The process of completing the combination has taken longer than originally anticipated but the result should be beneficial for ATI and its stockholders."
"We have worked closely with the management of ATI to complete the merger and provide the combined company with the structural, financial and commercial prerequisites for success," remarked Allan Klepfisz, President and CEO of LTDN. "It is our view that the combined company has excellent commercial prospects and we intend to capitalize on these prospects following the merger through an immediate focus on generating revenue from the broad range of intellectual property owned by ATI, as well as the intellectual property that ATI will acquire at the time of the merger."
The Agreement and Plan of Merger with LTDN currently provides that the shares to be issued to the stockholders of LTDN will be registered pursuant to the Securities Act of 1933 at the time of the merger. ATI is currently in discussions with LTDN to revise the Merger Agreement to provide that such shares will instead be issued in a private placement with the LTDN stockholders receiving registration rights with respect to such shares. In addition, rather than issuing common stock to the stockholders of LTDN, ATI and LTDN contemplate revising the Merger Agreement to provide for the issuance of preferred stock convertible into shares of common stock and the issuance of warrants to purchase shares of preferred stock or common stock. It is contemplated that the aggregate shares of such preferred stock will be convertible into the same number of shares of common stock that the stockholders of LTDN would have received under the Merger Agreement before any such revisions. ATI and LTDN believe that these proposed amendments will allow the merger to be completed on a much faster time schedule.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
The above press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. These statements are based on management's current expectations and such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of ATI, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. These risks and uncertainties include, among others: ATI's ability to consummate the merger with LTDN and to achieve expected synergies and operating efficiencies in the merger within the expected time frames or at all; the costs related to the merger; whether ATI can successfully commercialize its products and the products of LTDN; whether ATI is able to acquire new, marketable technologies; whether others develop products or services that are more readily acceptable than, or compete with, the products or services ATI currently offers or intends to offer; political turmoil or changes in government policies in the countries in which ATI does business; changes in regulations or laws that adversely impact ATI's ability to undertake the management of nuclear waste clean-up projects; and other economic, business, competitive and/or competitive factors affecting ATI's and LTDN's businesses generally. ATI assumes no obligation to (and expressly disclaims any such obligation to) update the information contained in this press release, whether as a result of new information, future events or otherwise.