Published:
NanoSensors Signs Letter of Intent to Acquire The Gaming Network, A.G.
NanoSensors Signs Letter of Intent to Acquire The Gaming Network, A.G.
REDWOOD CITY, Calif., May 9 /PRNewswire-FirstCall/ -- NanoSensors, Inc.
(OTC Bulletin Board: NNSR), today announced that it has signed a letter of
intent to acquire all of the issued and outstanding shares of The Gaming
Network, A.G. ("TGNAG"), a privately owned corporation. Through its
subsidiaries and from closing, TGNAG will conduct and offer a European
licensed (Malta) software licensing, operation and ancillary services business
for online bingo and casino sites operating outsidethe United States.
In a move to place NanoSensors in a better position to introduce its
online-based video console game wagering service, NanoSensors sought to
identify an acquisition target that met four key criteria: (1) ownership of a
portfolio of revenue producing online and bingo sites, (2) an international
user-base, (3) the ability to provide financing for NanoSensors' operating
costs as it develops its console service and (4) most importantly,
strengthening its management and personnel structure.
"After meeting with TGNAG and understanding its business, it became
evident that the acquisition of TGNAG was desirable," said Mr. Robert Baron,
NanoSensors' Chairman and CEO. "This acquisition, which fits well with the
video console game wagering service that NanoSensors is developing, will add a
portfolio of online bingo and casino sites, revenue producing assets,
international user-base, infrastructure, and strategic relationships that will
enhance NanoSensors' ability to attain its existing business objectives."
The Letter of Intent provides that TGNAG will merge with and into
NanoSensor's wholly owned Panamanian subsidiary, Cuchulainn Acquisition Inc.
("Acquisition") (or another wholly owned Panamanian subsidiary of
NanoSensors), and for NanoSensors to deliver merger consideration comprised of
shares of its common stock to the shareholders of TGNAG. The exact number of
shares has not yet been determined; however, the letter of intent contemplates
that, upon the consummation of the merger, the shareholders of TGNAG will own
between 80 and 85 percent of the outstanding shares of NanoSensors common
stock. The Letter of Intent also provides that TGNAG will provide one or more
loans to NanoSensors in order to enable it to meet its operating expenses and
its expenses in connection with the merger until the merger is completed. In
the Letter of Intent, TGNAG grants NanoSensors the right to use TGNAG's
corporate name in the corporate name of NanoSensors and in its tradenames,
service marks and other commercial indicia The completion of the merger is
subject to several closing conditions, including the negotiation and execution
of a definitive merger agreement among NanoSensors, TGNAG and Acquisition, the
completion of due diligence by the parties, the approval of the transaction by
the Board of Directors of NanoSensors, Acquisition and TGNAG and by the
shareholders of TGNAG and Acquisition, completion of audited financial
statements for The Gaming Network, Inc, a subsidiary of TGNAG, and several
further conditions. If a final agreement is signed and the other conditions
are satisfied, the merger is expected to close during the third calendar
quarter of 2008. However, there can be no assurance that a definitive
agreement will be executed or that, if it is, the transaction will be
completed.
As previously disclosed, the Company also contemplates that forthwith, the
Board of Directors will consider and approve, and submit to the stockholders
of NanoSensors for their approval, (i) a Reverse Stock Split, which will have
the effect of decreasing the number of issued and outstanding shares of
NanoSensors Common Stock after conversion of the NanoSensors Preferred Shares
(issued to the former shareholders of Cuchulainn Holdings, Inc.) to 24,178,634
shares, (ii) a reduction in the authorized number of shares of NanoSensors
Common Stock from 950,000,000 to 400,000,000 and (iii) increasing the options
and shares available for issuance under the NanoSensors 2006 Equity Incentive
Plan by 7,200,000 to 8,000,000.
The former holders of Cuchulainn Common Stock now own all of the
NanoSensors Preferred Shares, which vote as a single class with the Company's
Common Stock and which constitute 82.55% of the voting power in the Company.
The Company expects that certain of these holders, who possess a majority of
the voting power in the Company, will execute a consent to approve the matters
described in the previous paragraph. If such consent be delivered, the
Company will file with the SEC and distribute to the stockholders of the
Company an information statement describing the proposed action. If the
foregoing consent be delivered to the Company, no further action by the
stockholders of NanoSensors will be required for the approval of these
matters.
About NanoSensors
NanoSensors, Inc. was incorporated in December 2003. It was positioned as
a shell company following its announcement, on September 12, 2007, that it
would terminate its then current business operations and utilize its corporate
assets as a vehicle for the acquisition of an operating business. On November
27, 2007, NanoSensors entered into an Agreement and Plan of Merger with
Cuchulainn Holdings, Inc., a Panamanian corporation ("Holdings"), and
Acquisition. Cuchulainn was a new corporation formed to establish and operate
an online-based video console game wagering service. On January 17, 2008,
Holdings was merged with and into Acquisition. As a result of the merger,
NanoSensors is executing a new business plan based upon the prior business of
Holdings. Prior to the merger, Holdings licensed technology and other
intellectual property in order for it to operate an online-based video console
game wagering service (the "Service"). The Service enables gamers to compete
against other gamers and to place wagers on the outcomes of their games. The
outcome of the game play will be determined predominantly upon the skill of
the individual participant. The Service will cater to an international
community of gamers that plays video games and places wagers online.
Safe Harbor
This press release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve known and unknown risks, uncertainties and other facts that
could cause the actual future results of the Company to be materially
different from such forward looking statements. Closing of the proposed
transaction is subject to numerous conditions, including: The completion of
the merger is subject to several closing conditions, including the negotiation
and execution of a definitive acquisition agreement among NanoSensors, TGNAG
and Acquisition, the completion of due diligence by the parties, the approval
of the Board of Directors of NanoSensors, Acquisition and TGNAG and by the
shareholders of TGNAG and Acquisition completion of audited financial
statements for The Gaming Network, Inc, a subsidiary of TGNAG. There can be no
assurance that the proposed transaction will be completed, or completed upon
the terms as described above. These forward-looking statements are made only
as of the date hereof, and we disclaim any obligation to update or revise the
information contained in any such forward-looking statements, whether as a
result of new information, future events or otherwise.
SOURCE NanoSensors, Inc.
Copyright © 2008, PRNewswire
Copyright © 2008, NewsBlaze,
Daily NewsTags: Tags: Computers and Electronics, Games, Multimedia, , Banking and Finance, High Tech, california
_ _Is your favorite bookmark site missing?
Ask for it.
Search News
Daily News
