NanoSensors Signs Letter of Intent to Acquire The Gaming Network, A.G.
REDWOOD CITY, Calif., May 9 /PRNewswire-FirstCall/ -- NanoSensors, Inc.
(OTC Bulletin Board: NNSR), today announced that it has signed a letter of
intent to acquire all of the issued and outstanding shares of The Gaming
Network, A.G. ("TGNAG"), a privately owned corporation. Through its
subsidiaries and from closing, TGNAG will conduct and offer a European
licensed (Malta) software licensing, operation and ancillary services
business for online bingo and casino sites operating outside the United
States.
In a move to place NanoSensors in a better position to introduce its
online-based video console game wagering service, NanoSensors sought to
identify an acquisition target that met four key criteria: (1) ownership of
a portfolio of revenue producing online and bingo sites, (2) an
international user-base, (3) the ability to provide financing for
NanoSensors' operating costs as it develops its console service and (4)
most importantly, strengthening its management and personnel structure.
"After meeting with TGNAG and understanding its business, it became
evident that the acquisition of TGNAG was desirable," said Mr. Robert
Baron, NanoSensors' Chairman and CEO. "This acquisition, which fits well
with the video console game wagering service that NanoSensors is
developing, will add a portfolio of online bingo and casino sites, revenue
producing assets, international user-base, infrastructure, and strategic
relationships that will enhance NanoSensors' ability to attain its existing
business objectives."
The Letter of Intent provides that TGNAG will merge with and into
NanoSensor's wholly owned Panamanian subsidiary, Cuchulainn Acquisition
Inc. ("Acquisition") (or another wholly owned Panamanian subsidiary of
NanoSensors), and for NanoSensors to deliver merger consideration comprised
of shares of its common stock to the shareholders of TGNAG. The exact
number of shares has not yet been determined; however, the letter of intent
contemplates that, upon the consummation of the merger, the shareholders of
TGNAG will own between 80 and 85 percent of the outstanding shares of
NanoSensors common stock. The Letter of Intent also provides that TGNAG
will provide one or more loans to NanoSensors in order to enable it to meet
its operating expenses and its expenses in connection with the merger until
the merger is completed. In the Letter of Intent, TGNAG grants NanoSensors
the right to use TGNAG's corporate name in the corporate name of
NanoSensors and in its tradenames, service marks and other commercial
indicia The completion of the merger is subject to several closing
conditions, including the negotiation and execution of a definitive merger
agreement among NanoSensors, TGNAG and Acquisition, the completion of due
diligence by the parties, the approval of the transaction by the Board of
Directors of NanoSensors, Acquisition and TGNAG and by the shareholders of
TGNAG and Acquisition, completion of audited financial statements for The
Gaming Network, Inc, a subsidiary of TGNAG, and several further conditions.
If a final agreement is signed and the other conditions are satisfied, the
merger is expected to close during the third calendar quarter of 2008.
However, there can be no assurance that a definitive agreement will be
executed or that, if it is, the transaction will be completed.
As previously disclosed, the Company also contemplates that forthwith,
the Board of Directors will consider and approve, and submit to the
stockholders of NanoSensors for their approval, (i) a Reverse Stock Split,
which will have the effect of decreasing the number of issued and
outstanding shares of NanoSensors Common Stock after conversion of the
NanoSensors Preferred Shares (issued to the former shareholders of
Cuchulainn Holdings, Inc.) to 24,178,634 shares, (ii) a reduction in the
authorized number of shares of NanoSensors Common Stock from 950,000,000 to
400,000,000 and (iii) increasing the options and shares available for
issuance under the NanoSensors 2006 Equity Incentive Plan by 7,200,000 to
8,000,000.
The former holders of Cuchulainn Common Stock now own all of the
NanoSensors Preferred Shares, which vote as a single class with the
Company's Common Stock and which constitute 82.55% of the voting power in
the Company. The Company expects that certain of these holders, who possess
a majority of the voting power in the Company, will execute a consent to
approve the matters described in the previous paragraph. If such consent be
delivered, the Company will file with the SEC and distribute to the
stockholders of the Company an information statement describing the
proposed action. If the foregoing consent be delivered to the Company, no
further action by the stockholders of NanoSensors will be required for the
approval of these matters.
About NanoSensors
NanoSensors, Inc. was incorporated in December 2003. It was positioned
as a shell company following its announcement, on September 12, 2007, that
it would terminate its then current business operations and utilize its
corporate assets as a vehicle for the acquisition of an operating business.
On November 27, 2007, NanoSensors entered into an Agreement and Plan of
Merger with Cuchulainn Holdings, Inc., a Panamanian corporation
("Holdings"), and Acquisition. Cuchulainn was a new corporation formed to
establish and operate an online-based video console game wagering service.
On January 17, 2008, Holdings was merged with and into Acquisition. As a
result of the merger, NanoSensors is executing a new business plan based
upon the prior business of Holdings. Prior to the merger, Holdings licensed
technology and other intellectual property in order for it to operate an
online-based video console game wagering service (the "Service"). The
Service enables gamers to compete against other gamers and to place wagers
on the outcomes of their games. The outcome of the game play will be
determined predominantly upon the skill of the individual participant. The
Service will cater to an international community of gamers that plays video
games and places wagers online.
Safe Harbor
This press release contains "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
forward-looking statements involve known and unknown risks, uncertainties
and other facts that could cause the actual future results of the Company
to be materially different from such forward looking statements. Closing of
the proposed transaction is subject to numerous conditions, including: The
completion of the merger is subject to several closing conditions,
including the negotiation and execution of a definitive acquisition
agreement among NanoSensors, TGNAG and Acquisition, the completion of due
diligence by the parties, the approval of the Board of Directors of
NanoSensors, Acquisition and TGNAG and by the shareholders of TGNAG and
Acquisition completion of audited financial statements for The Gaming
Network, Inc, a subsidiary of TGNAG. There can be no assurance that the
proposed transaction will be completed, or completed upon the terms as
described above. These forward-looking statements are made only as of the
date hereof, and we disclaim any obligation to update or revise the
information contained in any such forward-looking statements, whether as a
result of new information, future events or otherwise.
SOURCE NanoSensors, Inc.
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