MOSCOW, Aug. 8, 2006 (PRIMEZONE) -- NUCON-RF, Inc. ("NUCON") (Pink Sheets:NNRF) and ZAO ELECTRO MACHINERY BUILDING PLANT ATOLL ("ATOLL") announced today that the companies have commenced the acquisition by NUCON, Inc. in which the Company will acquire 50% of ATOLL, a Russian closed joint stock company.
The Agreement has been modified into two closings. The first closing commenced the week of July 31, 2006, in which NUCON will acquire 13.25% of ZAO "EMBP" ATOLL; the second will occur on or before October 31, 2006, in which NUCON will acquire the additional shares. The original agreement was modified to conform to Russian tax and currency laws.
ATOLL is located in the city of St. Petersburg and is a manufacturing and research facility established to develop, manufacture and sell products designated for nuclear facilities such as nuclear power plants and specifically, the Russian Federal dry storage facility for nuclear wastes at the Mining and Chemical Combine ("MCC") located in Zelesnogorsk, Krasnoyarsk region in Siberia. This facility is projected to commence operations in 2008.
The ATOLL manufacturing process utilizes state of art computer controlled CNC machinery. The products from this facility include spare parts for the entire nuclear cycle, including spare parts and mechanisms for nuclear power plants, and handling equipment for nuclear waste containers designed for long term storage of radioactive wastes and spent fuel. These capabilities also present significant opportunities for increased sales in foreign markets; for example, China and India.
ATOLL employs approximately 220 persons. They include engineers, nuclear industry specialists, technical experts in nuclear equipment design and construction and skilled manufacturing operators of CNC based machinery. The level of capabilities of this group established ATOLL as a designated supplier to facilities operated by ROSENERGOATOM, the operator and owner of all of the 31 nuclear reactors in the Russian Federation.
ATOLL has their own construction bureau and develops all of their own drawings and technical specifications for the manufacturing cycle. This has established their production as the technical standard for spare parts and mechanisms for the WWER-440 and WWER-1000 nuclear reactors presently in operation and under construction in both the Russian Federation and foreign markets. This production is the proprietary intellectual property of ATOLL.
ATOLL has foreign trade contracts with operators of nuclear power plants outside of Russia, for example, in Ukraine and Bulgaria, and exports spare parts for WWER-440 and WWER-1000 reactors to these countries. ATOLL is also capable of providing technical support and production capacity to support sales to other export markets. NUCON believes that it has substantial marketing opportunities which may result in increases in sales to these foreign markets. The WWER-440 and WWER-1000 reactors are the latest designs from Russia.
These reactors, like all reactors worldwide, require continuous replacement of their operating parts due to strict safety standards established for the nuclear industry. These government mandated requirements establish consistent and long term contracts for the production output of ATOLL in both Russian Federation as well as existing foreign markets and future markets such as China and India. ATOLL currently has booked advance sales through the year 2011.
NUCON believes this consistent turnover establishes a reliable revenue stream and also opens up future market opportunities for the technical innovations, acquired and licensed technologies, and further acquisitions currently under development by NUCON.
ATOLL has 3.8 Billion Rubles (US$139 Million) in booked sales from Russian state enterprises for the period 2006-2007 which supports a projection of US$79 Million in revenues, net to the future interest of NUCON for this period; and projected net profits, after tax obligations, of US$11.5 Million net to the interest of NUCON.
The assets of ATOLL include approximately 1.5 hectares of property where the administrative buildings and factory are located in St. Petersburg.
Completion of the ATOLL acquisition is intended to provide NUCON with the basis to qualify for listing on a principal U.S. and other stock exchanges; for example, AIM London, Frankfurt and RTS Moscow. NUCON has retained US auditors and intends to file Form 10 and become fully reporting in September, 2006.
NUCON is a technical solutions company focused on high-end environmental markets in the Former Soviet Union, Eastern Europe and Asia. NUCON is a U.S. corporation with executive and operations office located in Moscow.
NUCON-RF has the capability to provide product, technological and engineering support addressing environmental, power quality and radioactive waste challenges. They include compliance, shielding, transport and storage requirements, plant equipment protection, energy efficiency and development of techniques for a broad range of radioactive and toxic wastes. NUCON-RF also has extensive in-house expertise in all aspects of radiological protection and radiological waste management.
Safe Harbor Statement
Statements in this press release that are not historical facts are forward-looking statements, including statements regarding announcements of financial results, business potentiality and other prospective presentations by NUCON-RF, Inc. Such statements reflect management's current views, are based on certain assumptions and involve risks and uncertainties. Actual results, events, or performance may differ materially from the above forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including, but not limited to, our ability to obtain additional financing that will allow us to continue our current and future operations and whether demand for our products in domestic and international markets will continue to expand. NUCON-RF undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in NUCON-RF's expectations with regard to these forward-looking statements or the occurrence of unanticipated events.