MedClean Technologies, Inc. Announces Private Offer to Exchange Warrants
May 19 2009 - 4:01PM
PR Newswire (US)
BETHEL, Conn., May 19 /PRNewswire-FirstCall/ -- MedClean
Technologies, Inc. (OTC:MCLN) (BULLETIN BOARD: MCLN) announced
today that it has commenced a private offer to exchange all of the
Company's existing Common Stock Purchase Warrants with Initial
Exercise Dates between July 11, 2008 and August 29, 2008 ("Existing
Warrants") for newly issued Common Stock Purchase Warrants, with a
new lower exercise price, exercisable for a lesser number shares of
our common stock, par value $0.0001 per share ("Common Stock"), and
without a "cashless exercise" right (the "New Warrants"). The offer
to exchange is being made upon the terms and subject to the
conditions set forth in the confidential offering memorandum dated
May 19, 2009 and related letter of transmittal. The offer to
exchange will expire at 5:00 p.m., Eastern Standard time, on June
16, 2009 unless extended by the Company (such time and date, as the
same may be extended, the "Expiration Date"). The exercise price of
the New Warrants will be determined as of the Expiration Date and
will equal the greater of (1) the volume weighted average price
(VWAP) of the Common Stock for the five consecutive trading days
prior to and including the Expiration Date as reported on the over
the counter bulletin board, multiplied by 2, and (2) $0.0075. For
example, if the five day VWAP on the Expiration Date was $0.004,
then the exercise price of the New Warrants would be $0.008 per
share. The number of shares of Common Stock represented by each New
Warrant will equal one-half of the number of shares of Common Stock
represented by the corresponding Existing Warrant for which it is
exchanged, rounded up to the nearest whole share. For example, for
an Existing Warrant for the purchase of 100,000 shares of Common
Stock, the number of shares of Common Stock represented by the New
Warrant would be 50,000 shares. Other than the exercise price per
share, number of shares of Common Stock represented by the Common
Stock Purchase Warrant and the cashless exercise right, the terms
of the Existing Warrants and the New Warrants will be identical,
including the Initial Exercise Date and the Termination Date. As of
the date hereof there were 48 Existing Warrants outstanding
representing rights to purchase a total of 354,838,221 shares of
Common Stock. Tenders may be withdrawn prior to 5:00 p.m., Eastern
Standard time, on the Expiration Date unless extended by the
Company. The New Warrants will not be registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any
other applicable securities laws and, unless so registered, the New
Warrants may not be offered, sold, pledged or otherwise transferred
within the United States or to or for the account or benefit of any
U.S. person, except pursuant to an exemption from the registration
requirements of the Securities Act. The Company will use its best
efforts following the completion of the Offer to Exchange to have
shares of Common Stock represented by the New Warrants registered
pursuant to registration statements filed under the Securities Act
in the same proportion as shares of Common Stock represented by
Existing Warrants are currently so registered. The complete terms
and conditions of the offer to exchange are set forth in the
confidential offering memorandum and related letter of transmittal.
The offers are not conditioned on a minimum number of Existing
Warrants being tendered. However, the offers are subject to certain
other conditions, as more fully described in the confidential
offering memorandum. Documents relating to the offer will only be
distributed to current holders of Existing Warrants. Holders who
desire additional information regarding the offer to exchange or
additional copies of the confidential offering memorandum or letter
of transmittal should contact Hayden IR, the information agent for
the offer, (651) 653-1854 or . This press release is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell the New Warrants. The offer to
exchange Existing Warrants of the Company is only being made
pursuant to the offering memorandum and the related letter of
transmittal that the Company is distributing to holders in
connection with the offer. The offer is not being made to persons
in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. About MedClean Technologies, Inc. MedClean
Technologies, Inc. is a provider of innovative technology and
services for the onsite treatment and disposal of regulated medical
waste. MedClean's flagship MedClean(R) Series systems are fully
integrated, turnkey technology solutions that enable hospitals and
other healthcare providers to safely, efficiently and
cost-effectively convert bio-hazardous regulated medical waste into
sterile, unrecognizable material suitable for disposal as municipal
solid waste. MedClean was founded in 1997 with corporate
headquarters, research and development and distribution facilities
located in Bethel, Connecticut. Further information on MedClean can
be found at http://www.medcleantechnologies.com/ and in filings
with the Securities and Exchange Commission found at
http://www.sec.gov/. Statements about our future expectations are
"forward-looking statements" within the meaning of applicable
Federal Securities Laws, and are not guarantees of future
performance. When used herein, the words "may," "will," "should,"
"anticipate," "believe," "appear," "intend," "plan," "expect,"
"estimate," "approximate," and similar expressions are intended to
identify such forward-looking statements. These statements involve
risks and uncertainties inherent in our business, including those
set forth in our most recent Annual Report on Form 10-K for the
year ended December 31, 2007, filed with the SEC on March 31, 2008,
and other filings with the SEC, and are subject to change at any
time. Our actual results could differ materially from these
forward-looking statements. We undertake no obligation to update
publicly any forward-looking statement. Contacts: MedClean
Technologies, Inc. Investor Contact: Kevin Dunphy Cameron Donahue
Chief Financial Officer Hayden IR (203) 798-1080 (651) 653-1854
DATASOURCE: MedClean Technologies, Inc. CONTACT: Kevin Dunphy,
Chief Financial Officer of MedClean Technologies, Inc.,
+1-203-798-1080; or Cameron Donahue of Hayden IR, +1-651-653-1854,
for MedClean Technologies, Inc. Web Site:
http://www.medcleantechnologies.com/
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