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Applied Nanoscience, Inc. (ANI) (PINKSHEETS: APNN), a nanotechnology-based filtration development company, and Emergency Filtration Products, Inc. (EFP) (PINKSHEETS: EMFP), the developer of the NanoMask™, today announced that they have entered into a definitive merger agreement under which ANI has agreed to acquire EFP by issuing approximately 36,586,287 shares of its common stock and 18,293,143 warrants for the purchase of additional shares of ANI in exchange for the approximately 47,514,658 shares of EFP that are currently outstanding. ANI currently has approximately 24,315,569 common shares outstanding. The merger agreement requires the approval of the shareholders of both ANI and EFP.
The EFP shareholders will receive 0.77 shares of Applied Nanoscience common stock for every share of EFP along with a warrant to purchase 0.385 shares of ANI. In the first year following issuance, warrant holders will be able to purchase additional shares of ANI at $ 0.50 per share; the exercise price will rise to $ 0.75 in the second year; and $ 1.00 in the third year following the date of issuance.
"We are pleased to announce this agreement and believe firmly that the union of these two companies will result in a single company whose value will be greater than the combined value of the two separate companies," said Philip Dascher, CEO, EFP. "Merging with Applied Nanoscience brings the technology that makes the NanoMask a superior product under one roof. Although we remain focused on receiving regulatory clearance to begin marketing the NanoMask, the true value of commercializing Applied Nanoscience's technology platform may lie in other markets that are substantially larger than those addressed by the NanoMask."
Thomas K. Allen, President and CEO, ANI, commented, "The merger with Emergency Filtration Products, our licensee, is expected to more effectively bring the NanoMask to market globally. We can then focus on expanding the utility of the technology that we have developed to create greater value for our shareholders."
In connection with the proposed transaction, ANI and EFP will file with the Securities and Exchange Commission ( the "Commission") a Current Report on Form 8-K, which will include the merger agreement and related documents, and, as soon as possible, will also file a proxy statement with the Commission. In order to effect the merger both ANI and EFP will have to be current with their respective Securities and Exchange Commission filings. Investors and stockholders are advised to read the proxy statement when it becomes available because important information will be contained therein. The proxy statement will be sent to stockholders of ANI and EFP in connection with the company's solicitation of their adoption of the merger agreement between ANI and EFP. Once filed, investors and stockholders will be able to obtain a free copy of that document and other documents filed by ANI and EFP with the Commission at the Commission's website located at http://www.sec.gov. This press release is neither a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell shares of ANI or EFP.
About Applied Nanoscience, Inc.
ANI is a marketer and developer of innovative, high performance nanotechnology-based filtration products (NanoFense™) to customers worldwide and is the owner of NEFT™ (Nanoparticle - Enhanced - Filtration - Technology), a broad platform with significant application potential.
EFP is a filtration technology company that has a unique and highly efficient hydrophobic antimicrobial silver nanoparticle coated medical air filter mask, the NanoMask, which is designed to reduce airborne pathogens on contact for diverse medical uses. EFP has recently submitted a 510(k) medical device notification with the FDA for its surgical NanoMask.
Safe Harbor Statement
This release may contain statements that are forward-looking. Such statements are made based upon current expectations that are subject to risk and uncertainty. EFP and ANI do not undertake to update forward-looking statements in this news release to reflect actual results of and changes in assumptions or changes in other factors affecting such forward-looking information. The actual future plans and results of the companies could differ significantly from such forward-looking statements.
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