LAS VEGAS, July 26, 2005 (PRIMEZONE) -- RX Technology Holdings, Inc. (Pink Sheets:RXTX) today announced that it has entered into a definitive Share Exchange Agreement ("Agreement") with Crosspoint Media Services, Inc., a Nevada corporation ("Crosspoint"), which provides for the acquisition by RXTX of all of the outstanding shares of capital stock of Crosspoint, in exchange for the issuance by RXTX to all Crosspoint shareholders of a total of 22,447,000 shares of RXTX common stock. The acquisition has been approved by the board of directors of RXTX and of Crosspoint and the closing of the transaction was to occur no later than July 29, 2005.
Under the terms of the agreement, all outstanding shares of Crosspoint are to be exchanged on a one-for-one basis for new shares of common stock to be issued by RXTX. As a result of the exchange of shares between these two companies, the business and operations of Crosspoint will become the business and operations of RXTX on a going forward basis. In addition, the agreement provides for the resignation of the board of directors and officers of RXTX on the date of closing and the nomination and election of the Crosspoint officers and directors who will manage the business and operations of RXTX after the closing date.
The parties to the agreement also contemplate that a name change will be approved by the shareholders of RXTX, which will result in the continuation of the business and operations as Crosspoint Media Services, Inc.
"Crosspoint Media Services, Inc. continues its strategic planning of products and services. This merger will expand the company's opportunities," said Dr. Jeff Lawson, president and CEO.
Crosspoint is a multi platform product developer and marketer with global reach, centered on information technology and secure information transfer services. Crosspoint is currently marketing a HIPAA (Health Insurance Portability and Accountability Act) compliant software and flash drive. Providing a secure 192 bit encrypted and portable medical records exchange service.
Forward-looking statements in this press release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including without limitation, continued acceptance of RXTX's products, increased levels of competition, new products and technological changes, RXTX's dependence on third-party suppliers, and other risks detailed from time to time in the periodic reports filed with the U.S. Securities and Exchange Commission by RXTX.
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