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[QUOTE]Originally posted by Malloy: [QB] Incode Executes Letter of Intent to Acquire Metals Distributor The Company expects that its consolidated revenues and EBITDA upon completion the intended MPD acquisition will be in excess of $21 million with more than $2.1 million in EBITDA. FULL PR: Incode Executes Letter of Intent to Acquire Metals Distributor Tuesday , June 21, 2005 08:00 ET MOUNT ARLINGTON, N.J., June 21, 2005 /PRNewswire-FirstCall via COMTEX/ --Incode Technologies Corporation (the "Company") (OTC Bulletin Board: ICDT) today announced that it has executed a letter of intent to acquire a Metal Processing and Distribution Company ("MPD"). The letter of intent with MPD calls for closing during the third quarter 2005 and a total purchase based on a multiple of five times MPD's adjusted EBITDA, which is estimated to be about $1.5 million per year. The acquisition is intended to be completed on the basis of $2.5 million in cash at closing. The remainder of the purchase price is intended to be paid in the form of milestone payments, earn-outs, which will include performance based hurdles of $1.2 million in EBITDA, and term notes, which will be subject to downward adjustment in the event that MPD's trailing three-year average EBITDA on the third anniversary of closing is less than $1.5 million. MPD's key management will stay on to run the division and will execute three year employment agreements with the Company. MPD provides value-added metals processing services and distributes a full line of metal products. MPD services its several hundred customers out of its ISO 9002 certified, strategically-located, North Eastern U.S. based processing and distribution facility. The Company expects that its consolidated revenues and EBITDA upon completion the intended MPD acquisition will be in excess of $21 million with more than $2.1 million in EBITDA. The Company intends to complete the MPD acquisition with a mixture standard conventional debt and equity on terms that the Company expects to be accretive to shareholder wealth. The Company has already received a term sheet from GreenShift Corporation (OTC Bulletin Board: GSHF), a business development company that owns a 70% stake in the Company, to support the Company's acquisition of MPD with up to $600,000 in favorable equity financing in return for preferred stock in the Company with a fixed conversion price of $0.01 and a 10% coupon. "We expect this intended acquisition to be strategic to Incode in several ways," said Kevin Kreisler, chairman and chief executive officer of GreenShift and chairman of the Company. "First, MPD's pool of talent and distribution capabilities is strategic to Incode's planned new secondary commodities distribution portal. Second, MPD's processing and supply -- and demand -- side distribution capabilities are strategic to Incode's existing manufacturing operations. And, third, MPD's relative financial position is strategic to Incode's goal of acquiring companies that strengthen Incode's balance sheet sufficiently to allow it to reduce or prevent the dilutive impact of its current equity-based convertible debentures by refinancing with standard conventional credit." Kreisler added, "As a business development company, GreenShift's chief goal is to enhance its own value by helping to drive the value of its portfolio companies. Our immediate focus with Incode is to help it complete transactions that accelerate an increase in its intrinsic value through the reduction of debt, the favorable use of Incode's equity and the growth of Incode's cash flows. We believe that Incode's intended acquisition of MPD will be a critical next step in Incode's growth into a substantial enterprise, and we are looking forward to helping Incode close this transaction in the third quarter 2005." About Incode Technologies Corporation Incode Technologies Corporation is a development stage company that was formed to acquire, develop and commercialize eBusinesses with integrated on- and offline operations. Incode's core focus during 2005 has since been the completion of its restructuring plans to best position the Company for growth. In addition to deploying the planned portal during 2005, Incode intends to acquire and integrate a series of strategically compatible companies during 2005. Incode expects to complete a reincorporation merger with its wholly owned subsidiary, Inseq Corporation, and change its corporate brand identity to the same name in July 2005. The new company will be marketed under the brand Inseq, or International Secondary Commodities Exchange. Inseq's mission will be to facilitate the efficient utilization of primary and secondary commodities including metals, chemicals, fuels and plastics. More information on Inseq is available online at http://www.inseq.com. Incode is 70% owned by GreenShift Corporation (OTC Bulletin Board: GSHF), a business development corporation whose mission is to develop and support companies and technologies that facilitate the efficient use of natural resources and contribute to the resolution of environmental challenges. Safe Harbor Statement This press release contains statements, which may constitute "forward- looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of Incode Technologies Corporation, and members of their management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. SOURCE Incode Technologies Corporation Jim Grainer, President and Chief Financial Officer of Inseq Corporation, +1-973-398-8183, Fax: +1-973-398-8037, investorrelations@inseq.com; or Michael Cimini, +1-212-896-1233, mcimini@kcsa.com, or Garth Russell, +1-212-896-1250, grussell@kcsa.com, both of KCSA Worldwide http://www.prnewswire.com Copyright (C) 2005 PR Newswire. All rights reserved. [/QB][/QUOTE]
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