STAFFORDSHIRE, England, Aug. 30, 2006 (PRIMEZONE) -- Tricell, Inc. (OTCBB:TCLL), announces the acquisition of N2J Limited along with the closing of an institutional financing.
N2J Limited generated approximately $13.6 million in operating income for the first six months of 2006. The transaction was consummated by payment of $1.4 million in cash and the issuance of 210 million shares of Tricell's common stock. Tricell has an obligation to use 70% of the profits from N2J's operations for the year following the closing to purchase up to 120 million of these shares from the selling stockholders, for a maximum of $24 million. In addition, the former N2J stockholders are entitled to receive the profits generated by N2J through the closing, which are estimated at more than $12 million. The four N2J stockholders include two of Tricell's present directors, including its chief executive officer and chief financial office, and two individuals who were directors of Tricell until August 22, 2006.
N2J Limited, based in the United Kingdom, distributes wireless devices in both the domestic U.K. and foreign market place.
The Company also announced the following positive events:
-- James Reed was named the new Chief Executive Officer of
Tricell, Inc.
-- Neil Pursell is the Chief Financial Officer of Tricell, Inc.
-- Melvyn Langley has joined the board as an independent director
-- Ian Herman has joined the board as an independent director
Mr. Herman and Mr. Langley were also named to the audit and compensation committee.
The Company entered into and closed a private placement of $1,700,000 for 8.5 million shares of newly created Series A Convertible Preferred Stock which is convertible on a one for one basis into common stock, with Barron Partners, LP, a New York based private partnership.
James Reed, Chief Executive Officer of Tricell, Inc., commented on the financing and closing of the N2J transaction, "We are very excited about the recent positive events and changes that have taken place at Tricell. We hope that the acquisition and the financing from Barron will enable us to fully implement our strategic mission of becoming a full service provider to the wireless distribution marketplace, with a growth focus on entering the logistics, fulfillment and airtime connectivity environment. We are very excited about our business prospects for the second half of 2006 and the fiscal year 2007 as well as the prospect of increasing our communication and relationships to our current and future shareholders."
Additional information on the transaction will be provided in a Form 8-K filing to be made with the Securities and Exchange Commission. This announcement is for information purposes only and is not an offer or solicitation to buy or sell securities.
Tricell, Inc. is a provider of distribution services in the wireless device marketplace focusing on every aspect of the global commodity supply chain, from product acquisition through delivery. The Company handles and distributes various wireless and handheld products focused almost exclusively in the high-end, high-priced marketplace. The Company primarily operates in the wholesale markets in the U.K., Europe, Middle East, South America and Asia and is rapidly expanding into new markets and opportunities. Tricell U.K. was established in 1999 and went public under the Tricell, Inc. name in 2003. The company is headquartered in Stoke-on-Trent, United Kingdom. For more information, please visit our website at http://www.tricellinc.com, or the SEC's Edgar filing system at http://www.sec.gov. Information on our website is not part of this press release.
Statements in this press release may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates and projections about Tricell's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in Tricell's filings with the Securities and Exchange Commission, including the Risk Factors included in the Form 10-KSB for the year ended December 31, 2005 and the Management's Discussion and Analysis of Financial Conditions and Results of Operations in the Form 10-KSB for the year ended December 31, 2005 and the Form 10-QSB for the quarter ended June 30, 2006. In addition, general industry and market conditions and growth rates, and general economic conditions and competitive conditions, particularly those relating to the distribution of telecommunications equipment, could affect such statements. Any forward-looking statements speaks only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.