Applied Nanotech Holdings, Inc. (OTCQB: APNT) and Nanofilm, Ltd.
Sign Merger Agreement
AUSTIN, TX and VALLEY VIEW, OH--(Marketwired - Mar 11, 2014) -
Applied Nanotech Holdings, Inc. (OTCQB: APNT) (Applied Nanotech), a
global leader in nanotechnology research and development, and
NanoHolding Inc., the parent company of Nanofilm, Ltd. (Nanofilm),
a private company with a leading market position for specialty
optical coatings, cleaners and nano-composite products, today
jointly announced that their respective Boards of Directors have
approved an agreement and plan of merger and exchange. Under
terms of the agreement, a new company named PEN Inc (PEN) will be
created. Upon completion of the merger, current Applied
Nanotech stockholders and holders of certain debt convertible into
Applied Nanotech's common stock are expected to own approximately
38% of PEN's outstanding common stock, and owners of Nanofilm are
expected to receive approximately 62% of PEN's outstanding common
stock. Scott Rickert, Ph.D., the chief executive officer of
Nanofilm, will become the chairman and chief executive officer of
PEN.
Based on 2013 pro forma historical financial statements of
Applied Nanotech and Nanofilm, assuming the merger had occurred at
the beginning of 2013, PEN would have had 2013 revenues exceeding
$13 million. Projected 2014 revenues of PEN are anticipated to be
greater than 2013 pro forma revenues, generating positive operating
income, not including transaction expenses.
This transaction will combine the technology portfolios of
Applied Nanotech and Nanofilm, to be catalyzed by Nanofilm's
experience in consumer and industrial product commercialization for
worldwide markets, thus enhancing PEN's ability to gain greater
value from its intellectual property. PEN was created to build
a platform for a higher rate of expected revenue growth based on
increased capabilities in intellectual property, key personnel,
development facilities, operating facilities and customer relations
to aggressively pursue product commercialization. PEN
anticipates future acquisitions of companies that have strong
intellectual property but are in need of commercialization
expertise, as well as companies whose products can be advanced by
PEN's technologies.
"PEN offers an exciting opportunity for Applied Nanotech and
Nanofilm shareholders to share in the growth of the combined
company," said Dr. Rickert. "Customers and consumers will be served
by new products that incorporate nanotechnology, the science of
small, to accomplish big breakthroughs. The name PEN is derived
from 'products enabled by nanotechnology.' I am ready to show how a
disciplined business approach can transform scientific innovation
and bring next-generation products to the worldwide
marketplace."
Scott Rickert, an early nanotechnology entrepreneur, founded
Nanofilm in 1984. Nanofilm distributes a variety of products
in dozens of countries across the globe.
To harness the capabilities of the combined research and
development, operations and marketing departments, PEN plans to
create a companywide Innovation Committee. This committee will be
chaired by Dr. Rickert. Zvi Yaniv, Ph.D., the globally
respected nanotechnology pioneer, will also serve on the
committee. Each technology subsidiary will be represented on
the committee, charged with devising new product ideas to
capitalize on technical innovation.
Dr. Robert Ronstadt, Applied Nanotech's Chairman commented, "For
our shareholders, this merger is a compelling strategic and
financial transaction to realize the market potential of Applied
Nanotech's technology. Combining the outstanding research and
development capabilities of the two organizations and Nanofilm's
experience and strength in manufacturing, marketing and sales
expands PEN's capabilities for growth."
The merger agreement is subject to various conditions, including
conversion of certain debts of APNT into equity, and customary
conditions, including shareholder approval at both
companies. The merger is expected to close by the end of the
second quarter of 2014.
About APNT (OTCQB: APNT)
Applied Nanotech Holdings, Inc. (APNT) is an Austin, Texas-based
global leader in nanotechnology research and development and has
ongoing research programs and license agreements with product
innovators around the world. For information about Applied
Nanotech Holdings, Inc., please visit www.appliednanotech.net.
About Nanofilm, Ltd.
Nanofilm, Ltd. is a Valley View, Ohio private company that
develops nano-layer coatings, nano-based cleaners, and
nano-composite products. Nanofilm's primary commercial
products center around its unique eyecare glass cleaning and
de-fogging products; other products include precision mold release
treatments, stay-clean surface treatments for ceramic insulators,
and scuff-resistant treatments for commercial dinnerware. For
information about Nanofilm, please visit
www.nanofilmtechnology.com.
DISCLOSURE NOTICE: The information contained in this release is
as of March 11, 2014. APNT and Nanofilm assume no obligation
to update forward-looking statements contained in this release as
the result of new information or future events or developments.
This release contains forward-looking information that involves
substantial risks and uncertainties about the proposed merger of
APNT and Nanofilm and their expectations regarding completion of
the merger and their ability to expand, develop and enhance new
products. Such risks and uncertainties include, among other
things, the uncertainty regarding the completion of bridge
financing, conversion of certain APNT debt into equity, approval by
the respective shareholders of APNT and NanoHolding Inc., and
market acceptance of products using their technologies.
A further description of risks and uncertainties regarding
APNT's business can be found in its Annual Report on Form 10-K for
the fiscal year ended December 31, 2013 and in its reports on Form
10-Q and Form 8-K.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the merger of APNT and Nanofilm discussed in
this press release, APNT will be filing a proxy statement and
relevant documents concerning the transaction with the Securities
and Exchange Commission ("SEC"). SECURITY HOLDERS OF APNT ARE
URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders
can obtain free copies of the proxy statement and other documents
when they become available by contacting our Investor Relations
Department, 3006 Longhorn Boulevard, Suite 107, Austin, Texas 78758
(Telephone: (512) 339-5020). In addition, documents we filed
with the SEC are available free of charge at the SEC's web site at
http://www.sec.gov and at our website www.appliednanotech.net under
"Investor Information - SEC Filings."
APNT and its directors and executive officers and other persons
may be deemed to be participants in the solicitation of proxies in
respect of the proposed merger of APNT and
Nanofilm. Information regarding our directors and executive
officers is available in our Annual Report on Form 10-K for the
year ended December 31, 2013, which was filed with the SEC on
February 25, 2014, and the proxy statement and other relevant
materials to be filed with the SEC in connection with these
matters. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC when they become available.
Contact Information: Lynn Lilly Director of Communication
Nanofilm, Ltd. Email Contact (216) 447 - 1199 ext. 119