Photo Control (NASDAQ:PHOC)
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Photo Control to Merge With Nature Vision
MINNEAPOLIS, April 15 /PRNewswire-FirstCall/ -- Photo Control Corporation , (
http://www.photo-control.com/ ) and Nature Vision, Inc. (
http://www.naturevisioninc.com/ ) have reached an agreement to merge. Photo
Control designs, develops, manufactures and sells specialized equipment to the
professional photographic and video conferencing markets. Nature Vision
designs, develops and sells video imaging systems for outdoor recreational use.
Under the terms of the agreement, 1,788,594 shares of Photo Control common
stock will be exchanged for all of the outstanding capital stock of Nature
Vision and 411,406 shares of Photo Control common stock will be reserved for
issuance upon exercise of outstanding Nature Vision options and warrants. Based
on April's 14, 2004 closing price of $2.53, the transaction is valued at
approximately $5,566,000. As part of the transaction, Richard P. Kiphart, a
director of Photo Control, has agreed to provide financing to Photo Control by
purchasing $1,000,000 worth of Photo Control common stock. The transaction is
subject to approval by the shareholders of both companies and other customary
closing conditions.
Photo Control expects this acquisition to be completed around the end of the
second quarter and accretive to its earnings for this fiscal year. As a result
of the transaction, the Nature Vision shareholders will control over 50% of the
outstanding Photo Control common stock. The agreement provides that certain
members of the Photo Control board will resign effective as of the closing of
the transaction and that Nature Vision will select the replacement directors.
Jack Helmen, Chairman of Photo Control has resumed his former position of CEO
with Curt Jackels remaining as President.
Jack Helmen, Chairman, and Curt Jackels, President of Photo Control, commented:
"We are excited about the prospect of combining with Nature Vision and believe
it will enhance Photo Control shareholder value."
Jeff Zernov, President of Nature Vision, commented: "The Board of Directors and
management of Nature Vision are all very excited about this merger. We believe
that it will provide Nature Vision with the resources needed to continue our
long-term growth plans with new and innovative products for the outdoor
recreation market."
FORWARD LOOKING INFORMATION
Information in this news release, which is not historical, includes
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Statements contained in this
press release, including the use of proceeds from the offering; the amount of
additional cash that would be paid upon exercise of the warrants;
implementation of business strategies; and Photo Control's objectives, are
forward-looking statements. All of such forward-looking statements involve
risks and uncertainties including, without limitation, continuing adverse
business and market conditions, the ability of Photo Control to secure and
satisfy customers, the availability and cost of materials from Photo Control's
suppliers, Photo Control's ability to satisfy financial or other obligations or
covenants set forth in its banking agreements, adverse competitive
developments, change in or cancellation of customer requirements, collection of
outstanding debt, Photo Control's ability to succeed on the merits and defend
against litigation, and other risks detailed from time to time in Photo
control's SEC filings. Photo Control undertakes no obligation to update these
statements to reflect ensuing events or circumstances, or subsequent actual
results.
DATASOURCE: Photo Control Corporation
CONTACT: Curt Jackels of Photo Control, +1-763-537-3601, or Jeff Zernov
of Nature Vision, +1-218-825-0733
Web site: http://www.photo-control.com/
http://www.naturevisioninc.com/