CARLSBAD, CA and LAS VEGAS, NV -- 07/14/08 --
Applied Nanoscience, Inc.
(ANI) (PINKSHEETS: APNN), a nanotechnology-based filtration development
company, and Emergency Filtration Products, Inc. (EFP) (PINKSHEETS: EMFP),
the developer of the NanoMask™, today announced that they have entered into
a definitive merger agreement under which ANI has agreed to acquire EFP by
issuing approximately 36,586,287 shares of its common stock and 18,293,143
warrants for the purchase of additional shares of ANI in exchange for the
approximately 47,514,658 shares of EFP that are currently outstanding. ANI
currently has approximately 24,315,569 common shares outstanding. The
merger agreement requires the approval of the shareholders of both ANI and
EFP.
The EFP shareholders will receive 0.77 shares of Applied Nanoscience common
stock for every share of EFP along with a warrant to purchase 0.385 shares
of ANI. In the first year following issuance, warrant holders will be able
to purchase additional shares of ANI at $ 0.50 per share; the exercise
price will rise to $ 0.75 in the second year; and $ 1.00 in the third year
following the date of issuance.
"We are pleased to announce this agreement and believe firmly that the
union of these two companies will result in a single company whose value
will be greater than the combined value of the two separate companies,"
said Philip Dascher, CEO, EFP. "Merging with Applied Nanoscience brings the
technology that makes the NanoMask a superior product under one roof.
Although we remain focused on receiving regulatory clearance to begin
marketing the NanoMask, the true value of commercializing Applied
Nanoscience's technology platform may lie in other markets that are
substantially larger than those addressed by the NanoMask."
Thomas K. Allen, President and CEO, ANI, commented, "The merger with
Emergency Filtration Products, our licensee, is expected to more
effectively bring the NanoMask to market globally. We can then focus on
expanding the utility of the technology that we have developed to create
greater value for our shareholders."
In connection with the proposed transaction, ANI and EFP will file with the
Securities and Exchange Commission ( the "Commission") a Current Report on
Form 8-K, which will include the merger agreement and related documents,
and, as soon as possible, will also file a proxy statement with the
Commission. In order to effect the merger both ANI and EFP will have to be
current with their respective Securities and Exchange Commission filings.
Investors and stockholders are advised to read the proxy statement when it
becomes available because important information will be contained therein.
The proxy statement will be sent to stockholders of ANI and EFP in
connection with the company's solicitation of their adoption of the merger
agreement between ANI and EFP. Once filed, investors and stockholders will
be able to obtain a free copy of that document and other documents filed by
ANI and EFP with the Commission at the Commission's website located at
http://www.sec.gov. This press release is neither a solicitation of a
proxy, an offer to purchase nor a solicitation of an offer to sell shares
of ANI or EFP.
About ANI
ANI is a marketer and developer of innovative, high performance
nanotechnology-based filtration products (NanoFense™) to customers
worldwide and is the owner of NEFT(TM) (Nanoparticle - Enhanced -
Filtration - Technology), a broad platform with significant application
potential. www.appliednanoscience.com
About EFP
EFP is a filtration technology company that has a unique and highly
efficient hydrophobic antimicrobial silver nanoparticle coated medical air
filter mask, the NanoMask, which is designed to reduce airborne pathogens
on contact for diverse medical uses. EFP has recently submitted a 510(k)
medical device notification with the FDA for its surgical NanoMask.
Safe Harbor Statement
This release may contain statements that are forward-looking. Such
statements are made based upon current expectations that are subject to
risk and uncertainty. EFP and ANI do not undertake to update
forward-looking statements in this news release to reflect actual results
of and changes in assumptions or changes in other factors affecting such
forward-looking information. The actual future plans and results of the
companies could differ significantly from such forward-looking statements.
Contact:
Investor Relations
Philippe Niemetz
PAN Consultants Ltd.
800-477-7570
212-344-6464
p.niemetz@panconsultants.com
