Photo Control to Merge With Nature Vision
16 4월 2004 - 3:36AM
PR Newswire (US)
Photo Control to Merge With Nature Vision MINNEAPOLIS, April 15
/PRNewswire-FirstCall/ -- Photo Control Corporation , (
http://www.photo-control.com/ ) and Nature Vision, Inc. (
http://www.naturevisioninc.com/ ) have reached an agreement to
merge. Photo Control designs, develops, manufactures and sells
specialized equipment to the professional photographic and video
conferencing markets. Nature Vision designs, develops and sells
video imaging systems for outdoor recreational use. Under the terms
of the agreement, 1,788,594 shares of Photo Control common stock
will be exchanged for all of the outstanding capital stock of
Nature Vision and 411,406 shares of Photo Control common stock will
be reserved for issuance upon exercise of outstanding Nature Vision
options and warrants. Based on April's 14, 2004 closing price of
$2.53, the transaction is valued at approximately $5,566,000. As
part of the transaction, Richard P. Kiphart, a director of Photo
Control, has agreed to provide financing to Photo Control by
purchasing $1,000,000 worth of Photo Control common stock. The
transaction is subject to approval by the shareholders of both
companies and other customary closing conditions. Photo Control
expects this acquisition to be completed around the end of the
second quarter and accretive to its earnings for this fiscal year.
As a result of the transaction, the Nature Vision shareholders will
control over 50% of the outstanding Photo Control common stock. The
agreement provides that certain members of the Photo Control board
will resign effective as of the closing of the transaction and that
Nature Vision will select the replacement directors. Jack Helmen,
Chairman of Photo Control has resumed his former position of CEO
with Curt Jackels remaining as President. Jack Helmen, Chairman,
and Curt Jackels, President of Photo Control, commented: "We are
excited about the prospect of combining with Nature Vision and
believe it will enhance Photo Control shareholder value." Jeff
Zernov, President of Nature Vision, commented: "The Board of
Directors and management of Nature Vision are all very excited
about this merger. We believe that it will provide Nature Vision
with the resources needed to continue our long-term growth plans
with new and innovative products for the outdoor recreation
market." FORWARD LOOKING INFORMATION Information in this news
release, which is not historical, includes forward-looking
statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Statements
contained in this press release, including the use of proceeds from
the offering; the amount of additional cash that would be paid upon
exercise of the warrants; implementation of business strategies;
and Photo Control's objectives, are forward-looking statements. All
of such forward-looking statements involve risks and uncertainties
including, without limitation, continuing adverse business and
market conditions, the ability of Photo Control to secure and
satisfy customers, the availability and cost of materials from
Photo Control's suppliers, Photo Control's ability to satisfy
financial or other obligations or covenants set forth in its
banking agreements, adverse competitive developments, change in or
cancellation of customer requirements, collection of outstanding
debt, Photo Control's ability to succeed on the merits and defend
against litigation, and other risks detailed from time to time in
Photo control's SEC filings. Photo Control undertakes no obligation
to update these statements to reflect ensuing events or
circumstances, or subsequent actual results. DATASOURCE: Photo
Control Corporation CONTACT: Curt Jackels of Photo Control,
+1-763-537-3601, or Jeff Zernov of Nature Vision, +1-218-825-0733
Web site: http://www.photo-control.com/
http://www.naturevisioninc.com/
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