Jan. 4, 2008 ISCO INTERNATIONAL AND CLARITY COMMUNICATION SYSTEMS CLOSE
MERGER
Elk Grove Village, IL (Jan. 4, 2008) -- ISCO International, Inc. (AMEX: ISO), a leading provider of
radio-frequency management and interference-control systems for the wireless telecommunications
industry, and Clarity Communication Systems Inc. (“Clarity”), a private company based in Aurora, IL
that sells value-added applications for mobile networks and devices, announced the closing of the
merger transaction in which ISCO acquired all of the outstanding shares of Clarity.
“As we stated previously, this move is about product, market and customer synergies that we believe
will be greater than the sum of its parts, help us accelerate the development of our complete digital
adaptive interference management (“AIM”) platform, and begin to address the OEM channels in both
infrastructure and handsets,” said Ralph Pini, Interim CEO of ISCO. “We thank our shareholders for
approving the transaction in last week’s special meeting, and look forward to rolling up our sleeves
and moving forward as a combined entity. First on the agenda is a presentation of the combined entity
to the marketplace, something we’ve put some effort into during recent weeks, as well as a variety of
product and business updates.”
“Now that this transaction is closed we can put 100% of the combined company’s energy behind
launching the combined company’s products and services,” said Jim Fuentes, Founder and CEO of
Clarity and director of ISCO. “Just from the planning stages I can see a clear and immediate benefit to
the combination of our sales, marketing and customer support resources.”
Aspects of Proposed Merger
ISCO will potentially issue up to an aggregate of 40 million shares of ISCO common stock in exchange
for all of Clarity’s stock and satisfaction of employee rights and interests. Of the total number of
shares, 20 million issued upon closing, 2.5 million would be issuable on each of the first and second
anniversary of closing (subject to certain conditions), and 15 million would be performance-based
shares, the vesting of which would be subject to the market capitalization of the combined entity
reaching certain thresholds in the future. ISCO issued $1.5 million in a new note to one of its lenders
in order to repay Clarity’s $1.2 million credit line and the $375,000 in seller’s closing costs as required
under the merger agreement.
Jim Fuentes, a member of ISCO’s Board of Directors since 2003, is President, CEO and Founder of
Clarity. He entered into an employment agreement with the combined entity in connection with the
merger.
About ISCO International
ISCO International, Inc. is a leading global supplier of radio frequency management and interferencecontrol
systems for the wireless telecommunications industry. By integrating state-of-the-art filtering,
duplexing and low noise amplifier technology, ISCO’s product portfolio is able to improve the
performance of new and existing cellular deployments. ISCO now offers software-based, adaptive filtering solutions targeted at increasing the performance of CDMA and WCDMA wireless systems
worldwide. For additional information on ISCO and digital Adaptive Notch Filters, as well as white
papers and presentations, please visit www.iscointl.com
About Clarity Communication Systems
Clarity Communication Systems Inc. is a leading provider of value-added applications for mobile
networks and devices, including “inTouch” Push-to-Talk (“PTT”), “WhereaboutsTM” location based
services (“LBS”), and its “Where2Talk™” solution, a combined PTT and LBS solution provided to
major OEMs and wireless operators globally. More information can be found on Clarity’s website:
www.claritycsi.com.
Safe Harbor Statement
Because the Company wants to provide investors with meaningful and useful information, this news release contains, and incorporates by
reference, certain "forward-looking statements" that reflect the Company's current expectations regarding the future results of operations,
performance and achievements of the Company. The Company has tried, wherever possible, to identify these forward-looking statements by
using words such as "anticipates," "believes," "estimates," “looks,” "expects," "plans," "intends" and similar expressions. These statements
reflect the Company's current beliefs and are based on information currently available to it. Accordingly, these statements are subject to
certain risks, uncertainties and contingencies, which could cause the Company's actual results, performance or achievements to differ
materially from those expressed in, or implied by, such statements. These factors include, among others, the following: market acceptance of
the Company’s technology; the spending patterns of wireless network operators in connection with the build out of 2.5G and 3G wireless
systems; the Company’s ability to obtain financing in the future if necessary; the Company's history of net losses and the lack of assurance
that the Company's earnings will be sufficient to cover fixed charges in the future; uncertainty about the Company’s ability to compete
effectively against better capitalized competitors and to withstand downturns in its business or the economy generally; continued downward
pressure on the prices charged for the Company’s products due to the competition of rival manufacturers of front-end systems for the
wireless telecommunications market; the timing and receipt of customer orders; the Company's ability to attract and retain key personnel;
the Company’s ability to protect its intellectual property; the risks of foreign operations; the risks of legal proceedings ;and the ability of the
Company to successfully integrate the combined entity. A more complete description of these risks, uncertainties and assumptions is included
in the Company's filings with the Securities and Exchange Commission, including those described under the heading "Risk Factors" in the
Company's Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission. You should not place undue
reliance on any forward-looking statements. The Company undertakes no obligation to release publicly the results of any revisions to any
such forward-looking statements that may be made to reflect events or circumstances after the date above or to reflect the occurrence of
unanticipated events.
Web site: http://www.iscointl.com
http://www.claritycsi.com/docs/news_articles/merger.pdf
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