BERLIN, April 23, 2004 (PRIMEZONE) -- Advanced Technology Industries, Inc. (OTCBB:AVDIE) ("ATI") announced today that it expects to close its previously announced proposed combination with LTDnetwork, Inc. ("LTDN") within 10 business days of filing its 10-KSB for the period ended December 31, 2003. ATI currently anticipates filing its 10-KSB on or before May 18, 2004.
"Although the merger with LTDN has taken longer than we anticipated, we are excited about the upcoming closing and the future prospects of the company. We believe that ATI will be on solid footing upon closing and has a bright future with the focus being on product marketing and revenue generation," commented Hans Skrobanek, President of ATI.
"LTDN firmly believes that the efforts of the past 17 months have positioned both ATI and LTDN in a manner necessary for future success. Once the merger is closed, we believe that additional time spent on non-merger related items, specifically product marketing, will result in tangible benefits for the company's shareholders," commented Allan Klepfisz, President and CEO of LTDN.
As previously announced, ATI is currently in discussions with LTDN to revise the previously disclosed Agreement and Plan of Merger Agreement entered into with LTDN to provide that the shares to be issued to the stockholders of LTDN will be issued in a private placement with the LTDN stockholders receiving registration rights with respect to such shares. In addition, rather than issuing common stock to the stockholders of LTDN, ATI and LTDN contemplate revising the Merger Agreement to provide for the issuance of preferred stock convertible into shares of common stock and the issuance of warrants to purchase shares of preferred stock or common stock. It is contemplated that the aggregate shares of such preferred stock will be convertible into the same number of shares of common stock that the stockholders of LTDN would have received under the Merger Agreement before any such revisions. ATI and LTDN believe that these proposed amendments will allow the merger to be completed on a much faster time schedule.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
The above press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. These statements are based on management's current expectations and such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of ATI, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. These risks and uncertainties include, among others: ATI's ability to consummate the merger with LTDN and to achieve expected synergies and operating efficiencies in the merger within the expected time frames or at all; the costs related to the merger; whether ATI can successfully commercialize its products and the products of LTDN; whether ATI is able to acquire new, marketable technologies; whether others develop products or services that are more readily acceptable than, or compete with, the products or services ATI currently offers or intends to offer; political turmoil or changes in government policies in the countries in which ATI does business; changes in regulations or laws that adversely impact ATI's ability to undertake the management of nuclear waste clean-up projects; and other economic, business, competitive and/or competitive factors affecting ATI's and LTDN's businesses generally. ATI assumes no obligation to (and expressly disclaims any such obligation to) update the information contained in this press release, whether as a result of new information, future events or otherwise.