Contact Information: CONTACT: Medis Technologies Ltd. Robert K. Lifton Chairman & CEO (212) 935-8484 INVESTOR RELATIONS COUNSEL: The Equity Group Inc. Adam Prior (212) 836-9606
Medis Technologies Announces Proposed Registered Offering of up to 1.5 Million Shares of Common Stock and Entry Into Share Lending Agreement With Citigroup Global Markets Limited
| Source: Medis Technologies Ltd.
NEW YORK, NY -- (MARKET WIRE) -- October 30, 2006 -- Medis Technologies Ltd. (NASDAQ : MDTL )
announced today that it is proposing to offer up to 1.5 million shares of
its common stock in an offering registered under the Securities Act of
1933, as amended. The shares of common stock to be sold in the offering
will be newly issued shares loaned to an affiliate of Citigroup Global
Markets Inc., the sole book-running manager of the offering, under a 5-year
share lending agreement.
Medis will not receive any proceeds of the offering. The registered
offering will be used by an affiliate of Citigroup to facilitate hedging
transactions undertaken by purchasers of Medis' Series A preferred stock
concurrently being offered by Medis in a private placement.
Medis does not expect the borrowed shares to be considered issued or
outstanding for accounting purposes and accordingly does not expect the
borrowed shares to have a dilutive impact on its earnings per share.
This announcement is neither an offer to sell nor an offer to buy any of
these securities and shall not constitute an offer, solicitation or sale in
any jurisdiction in which such offer, solicitation or sale is unlawful.
Medis Technologies' primary focus is on direct liquid fuel cell technology.
Its business strategy is to sell its products to end users through retail
outlets, service providers and to the military and other markets. Medis has
also developed the CellScan with many potential applications relating to
disease diagnostics and chemo sensitivity. Additionally, Medis' product
pipeline includes other technologies, in varying stages of development.
Medis has filed a registration statement (including a prospectus and
related prospectus supplement) with the SEC for the offering to which this
communication relates. Before you invest, you should read the prospectus
and related prospectus supplement in that registration statement (File No.
333-134806) and other documents Medis has filed with the SEC for more
complete information about Medis and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, you can request a copy of the prospectus and related
prospectus supplement by calling Citigroup Global Markets Inc. toll-free at
1-800-831-9146.
To see the prospectus supplement in its entirety, please go to:
http://www.sec.gov/Archives/edgar/data/1090507/000107261306002162/0001072613-06-002162-index.htm
This press release may contain forward-looking statements, which are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. In some cases you can identify those so-called
"forward looking statements" by words such as "may," "will," "should,"
"expects," plans," "targets," "believes," "anticipates," "estimates,"
"predicts," "potential," or "continue" or the negative of those words and
other comparable words. These forward looking statements are subject to
risks and uncertainties, product tests, commercialization risks,
availability of financing and results of financing efforts that could cause
actual results to differ materially from historical results or those
anticipated. Further information regarding these and other risks is
described from time to time in the Company's filings with the SEC. We
assume no obligation to update or alter our forward-looking statements made
in this release or in any periodic report filed by us under the Securities
Exchange Act of 1934 or any other document, whether as a result of new
information, future events or otherwise, except as otherwise required by
applicable federal securities laws.