the link didn't copy on last post, So here is the whole artical
Press Release Source: NewMarket Technology, Inc.
NewMarket Technology, Inc. and Intercell International Corporation Transaction to Result in NewMarket China Public Listing with $20 Million in Forecasted Annual Revenue
Friday August 18, 9:21 am ET
NewMarket Technology Maintains 60% Ownership in Intercell with Dilution Protection and Continued Consolidation of Subsidiary Results of Operations
DALLAS--(BUSINESS WIRE)--Aug. 18, 2006--NewMarket Technology, Inc. (OTCBB:NMKT - News) and Intercell International Corporation (OTCBB:IICPQ - News) today announced the terms of an agreement that will result in the public listing of NewMarket China, Inc. NewMarket China is currently a wholly owned subsidiary of NewMarket Technology, Inc. NewMarket China has contributed approximately $10 million in revenue to NewMarket Technology's consolidated year to date of $34.2 million in profitable revenue. As a result of the transaction with Intercell, NewMarket China will become a subsidiary of Intercell. NewMarket Technology will receive preferred stock that represents sixty percent (60%) ownership of Intercell and includes dilution protection to maintain the sixty percent (60%) ownership regardless of future Intercell financing or acquisition activity until such time that the preferred stock is converted into common. Following the finalization of all terms of the agreement, Intercell will be renamed NewMarket China, Inc.
The transaction is being executed in two agreements. A reorganization agreement exchanging 2 million shares of Intercell common stock for one hundred percent (100%) of the issued and outstanding of NewMarket China has already been disclosed in an SEC Form 8K information statement. A second agreement is yet to be finalized and filed in an SEC Form 8K. The second agreement will provide NewMarket preferred stock that represents sixty percent (60%) ownership of Intercell with dilution protection. The second agreement also provides a second class of preferred stock that represents twenty percent (20%) ownership of Intercell, but does not include dilution protection. The recipient of the second class of stock has provided past private debt financing to NewMarket China to fund business development in China.
"The transaction with Intercell is a significant development for NewMarket," said Philip Verges, CEO of NewMarket Technology. "The public listing of NewMarket's emerging technology subsidiaries is central to our strategy to not only successfully establish the initial sale of new offerings, but also to finance the development of new offerings. As we grow and move to an upgraded exchange, we believe the process of listing emerging technology subsidiaries will be more simple and straight forward. While the multiple step transaction with Intercell may be initially a little complicated, the end result is optimal for both NewMarket shareholders and Intercell shareholders. After years of investment, Intercell shareholders will get the benefit of a growing organization with notable transactions being acquired into their company. NewMarket shareholders will enjoy the public listing of a growing NewMarket asset with a tradable equity that can be used to further expand the asset through fund raising and acquisition without dilution to NewMarket Technology."
Further details of the second agreement between NewMarket and Intercell will be filed in a
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