Nanotechnology Now - Press Release: "NanoSensors Signs Letter of Intent to Acquire Assets of DKL International"

Home > Press > NanoSensors Signs Letter of Intent to Acquire Assets of DKL International

Abstract:
NanoSensors, Inc.(OTC Bulletin Board: NNSR), a nanotechnology development company that
develops instruments and sensors to detect explosives, chemical and biological agents announced today that it has entered into a non-binding letter of intent to acquire substantially all of the tangible and intangible assets of privately-held DKL International, Inc.

NanoSensors Signs Letter of Intent to Acquire Assets of DKL International

SANTA CLARA, CA | Posted on February 5th, 2007

DKL International is a leading provider of passive detection technology
and related products to the homeland security, defense, military, law
enforcement, security, safety, and rescue markets.
In a move to further strengthen its position in the sensor and
detection space; NanoSensors sought to identify a viable acquisition target
that met three key criteria: (1) proven sensor capabilities, (2) a viable
domestic and/or international distribution network and (3) an experienced
management team.
"After careful consideration, DKL International became an obvious
choice for our first acquisition," said Dr. Ted Wong, NanoSensors' Chairman
& CEO. "This acquisition will provide us with a portfolio of patents and
patent applications, revenue producing assets, infrastructure, and
strategic relationships that NanoSensors can leverage to achieve its
existing business objectives."
Dr. Wong said that the transaction is extremely positive for
NanoSensors because it will:
-- Move NanoSensors from a pre-revenue company to one generating revenue
-- Enable the Company to strengthen and expand its management team
-- Benefit both companies and assist us in penetrating more markets with
their life-saving technologies
-- Give the Company the opportunity to leverage a combined technology base
to develop, and deliver and support future products that save lives,
and
-- Provide NanoSensors with DKL International's experience in technology
and product development, business development and product introduction
into the worldwide markets.
"This transaction, with the financial and technical support from Ted
and his team, will allow us to significantly expand our operations," said
Howard Sidman, Chairman & CEO of DKL International. "To date the majority
of our sales have come from Asian markets, and this transaction will give
us the capability to expand our sales and marketing effort into the United
States."
The present terms of the Letter of Intent provide for NanoSensors to
pay a purchase price comprised of issuing common stock to DKL
International, assuming certain liabilities of DKL International, and
making commitments to provide additional capital at closing to fund the
operations of the Company. The completion of the transaction is subject to
numerous closing conditions, including the negotiation and execution of a
definitive acquisition agreement, the completion of due diligence by the
parties, the approval of the Board of Directors and shareholders of each
entity and several other conditions. If a final agreement is reached and
the other conditions satisfied, the transaction is expected to close during
the second quarter of 2007. However, as a result of the foregoing
uncertainties, there can be no assurance that a definitive agreement will
be executed or that, if it is, the transaction will be completed.

####

About NanoSensors, Inc.
NanoSensors, Inc. was incorporated in December, 2003 and is a
nanotechnology development company based in Santa Clara, California. The
Company's principal business is the development, manufacturing and
marketing of sensors and instruments to detect explosive (X), chemical (C)
and biological (B) agents ("XCB"), along with the management of
intellectual property derived there from that will enable NanoSensors to
create nanoscale devices.

ABOUT DKL International

DKL International, Inc. is a supplier of passive detection technology
and related products to the homeland security, defense, military, law
enforcement, security, safety, and rescue markets. Patented in eighteen
countries, DKL International adds SilentGuard to its initial product, the
DKL International LifeGuard(TM). The LifeGuard(TM) can locate and track a
standing adult at a distance of 500 meters in the open, and at shorter
ranges through concrete walls, steel bulkheads, brick, earthworks,
plastics, heavy foliage, water, and other barriers. The LifeGuard(TM) is
used in Asia and Europe for port security, mine safety, and by law
enforcement and search and rescue groups. SilentGuard is a silent and
passive electronic tripwire that detects only living humans. The
SilentGuard can be concealed in walls or doorways or buried underground,
and can reduce the false alarms associated with other sensor systems as
part of an integrated perimeter system for military, security or medical
use. SilentGuard expects to install its first production systems in the
spring of 2007.

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: (i)
negotiation and execution of a definitive acquisition agreement, as well as
ancillary agreements; (ii) completion of due diligence by the parties as to
their respective operations and financial condition; (iii) completion of
audited financial statements for DKL International. There can be no
assurance that the proposed transaction will be completed, or as 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.