| MISSISSAUGA,
Ontario, Apr 17, 2007 (PrimeNewswire via COMTEX) -- Astris Energi Inc.
(ASRN.F ) (the "Company" or "Astris"), a provider of affordable stationary
and motive fuel cells, announced today that it has executed a binding letter
of intent ("LOI") with Green Shelters Innovations Ltd. ("GSI"), a wholly-owned
subsidiary of Green Shelters (India) Private Ltd, to sell substantially
all of its assets.
This transaction, which was negotiated
by the Special Committee of the Board of Directors of Astris, includes
the sale of substantially all of the assets of the Company, including its
fuel cell and test load technology assets for consideration of: (i) approximately
US$3.1 Million in cash; (ii) forgiveness of US$1.6 Million of face value
secured convertible debentures held by ACME Global Inc. (a subsidiary of
GSI) and accrued interest of US$175,000; (iii) an option for Astris to
redeem and then cancel 4,248,750 shares recently acquired by ACME Global
Inc. for US$0.08 per share for nominal consideration; and (iv) a secured
convertible promissory note funding commitment of a minimum of US$150,000
per month to finance operations to closing and to be forgivable thereafter.
On closing, existing management would
resign both as officers and directors of the Company. It is the intention
of the Board of the Company to appoint a new CEO with a mandate to utilize
the remaining cash and residual tax losses to seek a new business opportunity.
"With little remaining cash to fund
operations, considerable debt and a poor investment climate for fuel cell
companies, the Company embraced the opportunity to realize significant
value for its technology," said Michael Liik, Chairman of the Special Committee.
"We believe that the cash alone remaining upon completion of this transaction
equates to approximately US$0.06 per share which represents a significant
premium to market. Additionally with no debt, about US$3 Million in remaining
cash, and significant tax losses in a publicly traded vehicle following
the closing of the transaction, the Company will be in a unique and favourable
position to pursue other business opportunities."
The obligation of the parties to
consummate this transaction will be subject to the following primary conditions:
1) no material adverse change to Astris' business; 2) execution of employment
agreements between GSI and key personnel of Astris; 3) completion prior
to July 31, 2007; 4) approval by at least two thirds of the votes cast
at a Special Meeting of Astris shareholders, expected to be called shortly;
5) completion prior to June 1, 2007 of definitive documentation; 6) receipt
of all necessary government approvals; and 7) exclusivity to GSI for the
period to closing. As such, the parties have agreed to reciprocal break-up
fees equal to an amount essentially equivalent to any advances under the
secured convertible promissory note operating facility described above,
at the time of any breach.
This transaction has received the
unanimous endorsement of the Company's Board, whose members have also agreed
to vote their shares in favour. A circular outlining further details of
this transaction will be mailed to shareholders shortly. More details on
this LOI will be filed on www.sec.gov and www.sedar.com.
About Green Shelters Innovations
Ltd. ("GSI")
GSI is a research and development
company organized under the laws of the Republic of Cyprus. It currently
holds a portfolio of technologies in various industries including telecom
equipment, alternate energy, air conditioning and refrigeration, waste
water treatment and sewage treatment. Acme Global Inc., a Delaware corporation,
is a wholly owned subsidiary of GSI. Acme Global Inc. has research and
development laboratories in Rochester, New York and Saskatoon, Canada.
|