RIVERBANK, Calif., June 1, 2005 (PRIMEZONE) -- Itec Environmental Group, Inc. (OTCBB:ITEC) announced today a definitive agreement to acquire all of the issued and outstanding stock of Rose Waste Systems, Inc. of San Carlos, Calif., an 18-year-old engineering & sales company with a comprehensive array of recycling, refuse and scrap handling equipment and contacts within the recycling industry. Rose Waste Systems provides its government and private industry-leading customers with sales and service excellence, specializing in bringing technologically advanced, high performance and cost effective systems to its clients. Rose Waste Systems has over 100 successful installations in both the domestic and international markets and represents 25 manufacturers located throughout the world.
Itec and Rose Waste Systems believe the merger will improve Itec's standing within the U.S. plastic container industry in addition to facilitating Itec's acquisition of large quantities of Polyethylene Terephthalate (PET) and High-Density Polyethylene (HDPE) for cleansing with Itec's patent-pending Eco2(TM) Environmental System and subsequent sale into the post-consumer plastic market. Itec recently entered into a three-year agency agreement with H. Muehlstein & Co., Inc., pursuant to which H. Muehlstein will act as Itec's exclusive agent for the purchase and sale annually of up to 60 million pounds of Itec's PET flake and post-consumer HDPE natural flake and pellets in the United States and Canada.
Rose Waste Systems has strong financial momentum heading into the merger. Rose Waste Systems' 2005 results are expected to show an increase in revenue growth of 45% to 50% over 2004. Rose Waste Systems anticipates 2005 revenues of approximately $7,000,000. The realization of revenue and cost synergy benefits from the proposed transaction was an important factor in Itec's ultimate decision to acquire Rose Waste Systems. Indeed, as a result of the merger, Itec anticipates that income margins of both Rose Waste Systems and Itec will increase in the long-term.
Upon consummation of the acquisition, Mr. Gitschel, Founder and President of Rose Waste Systems, will continue as President of Rose Waste Systems in addition to becoming Vice President of Business Development and a member of the Board of Directors of Itec. "I am very excited about the opportunities created through the Itec/Rose Waste Systems merger. I have known Gary De Laurentiis for almost 20 of my 25 years in this business and, over this timeframe; I have developed great respect for Gary's character, intellect and vision. Itec's plastics cleaning technology presents an exciting opportunity within the recycling industry," stated Mr. Gitschel. "I look forward to a successful journey through this new venture with Itec and Rose Waste Systems," Gitschel added.
Gary De Laurentiis, Chairman and CEO of Itec stated, "Rose Waste Systems has earned an outstanding reputation over the past 18 years by providing reliable customer service to its clients. George Gitschel is a highly respected businessman committed to excellence in all business relationships. Further, I believe George's leadership skills and industry contacts will greatly assist Itec in promoting its technology and implementing its business plan through strategic alliances. We are extremely pleased to have George Gitschel and Rose Waste Systems join the Itec team," Mr. De Laurentiis added.
Under the terms of the merger agreement, which has been approved by both Boards of Directors, George Gitschel, the sole shareholder of Rose Waste Systems, will receive approximately 15% of Itec and Rose Waste Systems will continue as a wholly-owned subsidiary of Itec. Consummation of the acquisition is subject to the satisfaction of certain conditions including, but not limited to, (i) Itec's raising of $3,000,000 of working capital and (ii) receipt by Itec of the $2,000,000 loan from the California Integrated Waste Management Board (CIWMB).
About Itec
Founded in 1999 and based in Riverbank, California, Itec Environmental Group, Inc., has developed a unique and revolutionary patent pending process, the Eco2(TM) Environmental System that cleans post-consumer plastics, without the use of water, at a cost savings of 30% to 40% versus traditional methods. Itec licenses the System exclusively from Honeywell FM&T and the Department of Energy for the life of the patent. In developing the System over the past five years, approximately $8,500,000 has been invested in the development of the technology and equipment comprising the System, including building several scaled up versions of prototype plants, testing the prototypes, building a pilot plant, evaluating the product produced by the prototype systems and real-time testing. Itec's goal is to build and operate plastic recycling plants throughout the USA in which the System can be used and, secondly, to sell the System worldwide to third parties.
The Itec System utilizes a totally enclosed process that produces no liquid or air emissions. The proprietary solvents are distilled/recycled to remove all contaminants and there are no hazardous/dangerous chemicals used within the Itec process. These factors combine to make plant construction and operating permit acquisition and approval rapid and inexpensive. Itec has already received full permitting by the California EPA in the world's toughest Air Quality District. In August 2004, the State of California Integrated Waste Management Board (CIWMB), through the Recycle Market Development Zone Loan (RMDZ) Program, approved a $2,000,000 "matching funds loan" to assist Itec in building a plant in California for the cleansing of PET and HDPE. Itec currently leases a 58,000 square foot building in Riverbank, California, which houses the System.
Please visit our web site at http://www.iteceg.com. Any interested parties wishing to be included in Itec Environmental Group's mailing list, please email your request to info@iteceg.com or Contact: Gary M. De Laurentiis 209-881-3523.
Cautionary Warning Regarding Forward-Looking Statements
This press release may contain "forward-looking statements." In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in any forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. Changes in the circumstances upon which we base our predictions and/or forward-looking statements could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: (1) our ability to secure financing for the building of Itec plants; (2) our ability to pay down existing debt; (3) our ability to attract and retain key executive officers and the professional advisors necessary to guide us through our corporate restructuring; (4) the successful consummation of the $2,000,000 loan through the California Integrate Waste Management Board; (5) the successful consummation of the merger with Rose Waste Systems, Inc.; (6) potential litigation with our shareholders, creditors and/or former or current investors; (7) the Company's ability to comply with federal, state and local government regulations; (8) the Company's ability to secure raw plastic and produce and sell a large quantity of its PET and HDPE flake; and (9) other factors over which we have little or no control.