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Cellular Technical Services Co. Inc. (CTSC)

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Last Post: 12/4/2007 8:25:45 PM - Followers: 1 - Board type: Free - Posts Today: 0

July 25, 2007 - 12:07 PM EST Cellular Technical Services Company, Inc. Announces Agreement to Combine with SafeStitch LLC Cellular Technical Services Company, Inc. (“CTS”) (OTC BB: CTSC) announced today that it has entered into a Share Transfer, Exchange and Contribution Agreement (the “Agreement”) with SafeStitch LLC and its members whereby SafeStitch members will transfer all of their membership interests to CTS in consideration for an aggregate of 11,256,369 newly issued shares of common stock of CTS. As a result of the transaction, the members of SafeStitch will receive approximately 70% of the issued and outstanding shares of CTS. Dr. Jane Hsaio and Dr. Philip Frost, each a director of CTS, are also members of SafeStitch LLC. As part of and after the closing of the transaction, the Frost Group, an entity controlled by Dr. Philip Frost, has agreed to provide a line of credit to CTS of up to $4,000,000 and will receive warrants to acquire 805,521 shares of the common stock of CTS, equal to 5% of CTS shares on a fully diluted basis after giving effect to the Agreement. A fairness opinion was rendered prior to approval of the Agreement by CRA International, Inc., an independent New York Stock Exchange business valuation firm retained by CTS and its independent directors. Upon the closing of the transactions contemplated by the Agreement, all current CTS directors except Dr. Hsaio and Richard C. Pfenniger will resign and new directors will be appointed and CTS will be re-named SafeStitch Medical Devices. It is expected that CTS will be headquartered in Miami, Florida, with a research and development center in Omaha, Nebraska. Subject to the conditions in the Agreement being satisfied, the transaction is expected to close by the end of 2007. About CTS and SafeStitch CTS has no current business. As such, the Company's principal business purpose at this time is to locate and consummate a merger or acquisition with a private entity. Previously it was engaged in marketing and distributing prepaid long-distance phone-card products, prepaid wireless phones and phone-cards. SafeStitch LLC is a privately owned early-stage endoscopic and minimally invasive surgery medical device company with a product portfolio that includes a device for endoscopic bariatric surgery and endoscopic repair of gastroesophageal reflux disorder (GERD), as well as an endoscopic device for excision of Barrett’s esophagus. SafeStitch is also seeking to develop new techniques for hernia repair and natural orifice transesophageal surgery as well as planning to market novel standard bite block devices and the first Smart (Safety) Dilator for esophageal strictures. Cellular Technical Services Company, Inc. Steve Katz, Chairman and CEO 516-887-0700
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#18   delete linuspop 12/04/07 08:25:44 PM
#17   BRIG_88 on LGFT stanley01 10/24/07 09:49:35 AM
#16   yeah i have it on my streamer...has a BRIG_88 10/24/07 09:47:26 AM
#15   LGFT WOW FROST TO BUY 51% STAKE!!!! stanley01 10/24/07 09:42:53 AM
#14   rocking....now a double from original entry.....BRIG BRIG_88 10/19/07 09:31:28 AM
#13   another nice day on CTSC....BRIG BRIG_88 10/18/07 04:01:54 PM
#12   still climbing.....Dr. Frost bought more shares....BRIG BRIG_88 10/16/07 12:24:53 PM
#11   making a nice move today....volume still light but BRIG_88 09/26/07 03:51:35 PM
#10   September 5, 2007 - 7:50 AM EST BRIG_88 09/05/07 09:28:15 AM
#9   Nice green day here BRIG :) Tina 08/22/07 03:46:28 PM
#8   This is another Dr. Frost backed company...the billionaire BRIG_88 08/22/07 11:54:09 AM
#7   wow this is way under radar still, lets kewlassht 07/26/07 09:44:14 AM
#6   CTSC- Philip Frost Gains Control! Oh Baby! stanley01 07/25/07 01:44:54 PM
#5   Looking to pick some of this up. amohedas 05/05/07 02:57:52 AM
#4   Hes invested in CELL VINE, thats what i kewlassht 05/04/07 11:40:50 AM
#3   interesting shell very low floater up all night 05/04/07 12:17:11 AM
#2   no visitors...ok.. Bitra21 04/11/07 11:25:54 PM
#1   Frost company and quiet... huh.. Bitra21 04/05/07 05:41:54 PM
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