GTSM - Galtech Acquires Important New Subsidiary
Thursday September 14, 6:00 am ET
ALBUQUERQUE, N.M., Sept. 14 /PRNewswire-FirstCall/ -- Galtech Semiconductor Materials Corp (OTC: GTSM - News; "Galtech" or the "Company") is pleased to announce the acquisition of CBM Group. Inc., a Nevada Company, with CBM Group remaining a wholly owned subsidiary of Galtech. The terms of the acquisition will require a spin off of Galtech's existing assets and liabilities to Galtech's existing shareholders, followed by a reverse split of Galtech's existing shares to no more than 7,000,000 shares outstanding. Shareholders of CBM Group will be issued 4,096,926 of common, 25,903,074 preferred that can be converted into a like number of common, and 33,000,000 common held in escrow until contingencies are achieved. Galtech shall change its state of domicile to Nevada from Utah and its name to CBM Technologies Group, Inc. Galtech is in the process of bringing SEC filings current. Upon closing the Company will seek a new trading symbol that is more reflective of its new name. The close of this non-taxable transaction will be immediately after approvals are obtained and filings made. Shareholders of CBM Group, Inc. have approved this Exchange.
The Company will be the owner of the only commercially available tools, methodology and proprietary software for the in situ inspection and management of buried cast iron, ductile iron and steel water and sewer lines which apply to all size municipalities and private water systems. The intellectual property (IP) and patent portfolio coverage is both domestic and foreign. The Company, through its subsidiaries, will become the exclusive provider or licensor of these proprietary condition assessment and asset management technology services for the cost effective care and management of applicable water and sewer infrastructure worldwide.
The waterline infrastructure replacement value market in the United States is estimated to be approximately 1/3 of the world market. The derived waterline footage applicable to the Company's IP services for just the U.S. market is estimated to be over $1 trillion dollars in value requiring management. Waterline assets cannot be cost effectively managed without first determining their condition. The IP being obtained by the Company can determine pipeline infrastructure condition and project future condition and needed maintenance for clients to maintain an operating condition service level. There is a worldwide need for the Company's IP that can cost effectively manage and maintain pipeline condition levels. In addition to this worldwide need, the Company believes the new U.S. market requirement for reporting municipal water and sewer system infrastructure condition and values dictated by General Accounting Standards Board Statement Number 34, will accelerate the use of the Company's IP being acquired.
The respective Boards of CBM Group and Galtech agree, which forms the value bases of this Stock Exchange, the IP acquired just for the United States, notwithstanding nor including any IP coverage granted or pending being acquired for foreign water and sewer infrastructure pipelines, has a derived minimum value of $77.46 million based on an IP appraisal completed in January of 2006. The foreign IP being acquired has not been appraised.
The IP being acquired by the Company is subject to an alleged lien of approximately $2.7 million by Wells Fargo Bank, N.A. After extensive due diligence on the IP and after legal consultation on the claims being asserted, Galtech's management believes Wells Fargo Bank does not have a valid lien interest in IP now owned by CBM Group, Inc. Wells Fargo Bank is the defendant in a fraud and breach of contract lawsuit regarding their asserted lien interest in IP. Wells Fargo Bank has admitted it did not provide Hydroscope Canada the contracted consideration for obtaining its alleged lien interest in IP. Management of the Company will request Wells Fargo Bank immediately and voluntarily release any of it's claimed lien interest in IP being acquired by the Company. In addition, an individual has filed a lawsuit against CBM Group to void Hydroscope Canada's IP sale to CBM Group. Management will take action to dismiss the lawsuit, as Management believes this individual has absolutely no standing to make such a claim. These unwarranted clouds chilling the Company's market value are a top priority of Company management.
Galtech Management, after considerable due diligence, feels that the acquisition of CBM Group is a rare opportunity to acquire a company with a state of the art technology and an insightful business model to present a far superior interface with municipalities and private water companies, not only in the United States, but World wide.
For further details and viewing of the latest SEC Form 8K filing please go to www.galtech-corp.com.
This information contains statements that constitute 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 statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the company, it's directors or it's officers with respect to, among other things: (i) the company's financing plans; (ii) trends affecting the company's financial condition or results of operations; (iii) the company's growth strategy and operation strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend," and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
--------------------------------------------------------------------------------
Source: Galtech Semiconductor Materials Corporation
News 
Market Data 
Discover 
