BERLIN, May 5, 2004 (PRIMEZONE) -- Advanced Technology Industries, Inc. ("ATI") (OTCBB:AVDIE) announces that it has reached an agreement with the owners of intellectual property including Alfa Pro Products GmbH ("Alfa Pro"), its shareholders and related individuals for the transfer to ATI of all intellectual property that is controlled by these parties as soon as administratively possible. This intellectual property transfer is part of the previously announced agreement between shareholders of Alfa Pro and ATI. Under the terms of the new understanding, ATI will purchase all of the intellectual property rights of Alfa Pro and such other parties in consideration for cash in an amount not to exceed $90,000 and the issuance of unregistered preferred shares of ATI. Such number of issued shares will represent, on an as converted basis, less than 10% of the outstanding shares of ATI common stock following the consummation of the previously announced transaction with LTDnetwork, Inc. ("LTDN"). In addition, ATI has agreed to pay off certain debts of affiliates and related parties of Alfa-Pro. Alfa-Pro is a research and development company that has worldwide intellectual property rights to over 40 consumer products that it has developed.
"We are pleased to reach this agreement for the transfer of intellectual property to ATI. The acquisition of the consumer products covered by this intellectual property will play a key role in the restructured ATI, which will be focused on product marketing and rapid revenue generation," stated Hans-Joachim Skrobanek, President of ATI.
"I consider this a critical step in preparation for the merger and I believe that the acquisition of the Alfa-Pro products has the potential to accelerate revenue generation for ATI. We have already begun speaking with potential purchasers of Alfa-Pro's products and have received positive responses. We anticipate announcing orders for Alfa-Pro's products in the coming weeks. Coupled with LTDN's software products and marketing expertise, we believe that the combination of ATI, LTDN and Alfa-Pro provide an excellent springboard for a new ATI," added Allan Klepfisz, President of LTDN.
As previously announced, ATI is currently in discussions with LTDN to revise the previously disclosed Agreement and Plan of Merger Agreement entered into with LTDN to provide that the shares to be issued to the stockholders of LTDN will 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.