Cenuco (AMEX:ICU)
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Cenuco, Inc. (AMEX:ICU) and Hermes Acquisition Company I
LLC, the parent company of Lander Co., Inc., announced today that the
two companies have amended the merger agreement entered into on March
16, 2005. Under the amended agreement, the merger is expected to close
on or about May 23, 2005. At the closing of the merger, Cenuco will
issue shares of a new series of Cenuco preferred stock to the members
of Hermes in exchange for all the outstanding membership interests in
Hermes. The newly issued Cenuco preferred stock will be convertible
into shares of Cenuco common stock representing 65% of the outstanding
shares after the merger. The issuance of the shares of Cenuco common
stock upon conversion of the preferred shares is conditioned upon,
among other items, Cenuco stockholder approval.
After the merger, the two existing businesses will remain focused
in their respective current markets but plan to integrate select
overhead and administrative functions. The companies will begin
reporting combined financial information immediately after the merger
is completed.
At meetings of Cenuco's board of directors held on May 2, 2005 and
May 9, 2005, the board discussed the need for consummating the Merger
as soon as practicable in order to accelerate its business plan and
potential acquisition opportunities.
Founded in 1920, Lander is a recognized leader of value priced
products available at Wal-Mart, Kmart, ShopRite, Walgreens, CVS and
other leading retailers throughout North America. Lander produces and
ships more than 100,000,000 product units annually. Lander and Cenuco
believe that the combined company will create a platform through which
they plan to acquire select strategic brands that will further the
combined company's position as a leader of consumer products. It is
anticipated, that through this transaction, the combined company's
strategic plans will accelerate.
Steven Bettinger, Chief Executive Officer and President of Cenuco,
stated, "We believe that expediting this merger preserves certain time
sensitive business opportunities for the combined organization. Our
plan is for Lander and Cenuco to continue to focus on their current
operations -- Wireless Data Products and Technology, operating under
the Cenuco name, and Consumer Products operating under the Lander
name."
For additional information, please review the most recent Form 8-K
and associated filings that are available on the SEC website via
http://www.sec.gov
About Cenuco
Cenuco, Inc. develops wireless and Internet based software
solutions for transmitting live streaming video, and other targeted
content, directly onto cellular phones and remote computers. Cenuco's
technology has applications in a variety of markets. Cenuco's wireless
data technology is primarily focused on wireless video monitoring
solutions that allow users to view real-time streaming video of
security cameras or video content feeds at their home or place of
business from anywhere they receive a cellular connection, regardless
of the cellular carrier, user's location, or type of cellular phone or
wireless device. Cenuco's products address the fast-growing security,
surveillance and Homeland Security markets, and some of its monitoring
products have been listed on the Federal General Services
Administration (GSA) schedule. These products have also been Windows
Mobile Certified by Microsoft, have received BREW certification from
Qualcomm, and are listed in the Intel Mobility Catalog. Visit
http://www.cenuco.com for additional information.
About Lander Co., Inc.
Lander Co., Inc. and its Canadian affiliate, Lander Co. Canada
Limited, manufacture, market and distribute leading value brand
(LANDER) health and beauty care products. Lander also produces private
label brands for a limited number of top retailers. Lander has a
category leadership position in the rapidly growing marketplace for
value health and beauty care products - sold in dollar stores and
value-focused retailers such as Wal-Mart and Kmart. Visit
http://www.lander-hba.com for additional information.
The Lander brand is recognized as the largest specialty bath brand
as reported in 2004 by Information Resources, Inc. (IRI), a global
provider of market content and business performance management within
consumer goods and retail industries. Lander is headquartered in
Lawrenceville, New Jersey. Lander operates two manufacturing and
distribution facilities, one in Binghamton, New York and the other in
Toronto, Canada.
About the Merger
In connection with the issuance of Cenuco common stock upon
conversion of the Cenuco preferred stock, Cenuco will file a proxy
statement with the Securities and Exchange Commission. Investors and
security holders are advised to read the proxy statement when it
becomes available because it will contain important information
including the financial statements of Lander. Investors and security
holders may obtain a free copy of the proxy statement (when available)
and other documents filed by Cenuco at the Securities and Exchange
Commission's web site at http://www.sec.gov. The proxy statement and
such other documents may also be obtained by Cenuco stockholders for
free from Cenuco by directing such request to Steven Bettinger, Chief
Executive Officer and President, Cenuco, Inc., 6421 Congress Avenue,
Suite 201, Boca Raton, FL 33487, Telephone: 561-997-2602.
Cenuco and its directors, executive officers and other members of
its management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the
issuance of Cenuco common stock upon conversion of the Cenuco
preferred stock. Information concerning the interests of Cenuco's
participants in the solicitation is set forth in Cenuco's proxy
statements and Annual Reports on Form 10-KSB, previously filed with
the Securities and Exchange Commission, and in the proxy statement
relating to the issuance of the shares of Cenuco common stock when it
becomes available.
Certain statements contained herein may constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, 21E of the Exchange Act of 1934 and/or the Private Securities
Litigation Reform Act of 1995. Such statements include, without
limitation, statements regarding business plans and potential
acquisitions. These forward-looking statements may be affected by the
risks and uncertainties inherent in Cenuco's and Lander's business.
This information is qualified in its entirety by cautionary statements
and risk factor disclosure contained in Cenuco's Securities and
Exchange Commission filings. Cenuco and Lander wish to caution readers
that certain important factors may have affected and could in the
future affect Cenuco's and Lander's beliefs and expectations and could
cause the actual results to differ materially from those expressed in
any forward-looking statement made by or on behalf of Cenuco and
Lander. These risk factors include, but are not limited to: (1) the
inability to successfully integrate Lander's operations with Cenuco's
operations; (2) the inability to successfully consummate potential
acquisitions; (3) the accounting implications of the business
combination; and (4) Cenuco's inability to comply with the rules and
policies of the American Stock Exchange. Although Cenuco believes the
statements contained herein to be accurate as of the date they were
made, it can give no assurance that such expectations will prove to be
correct. Cenuco undertakes no obligation to update these
forward-looking statements.