Cenuco and Lander Agree to Amend Merger Agreement and Expedite Merger
May 10 2005 - 10:25AM
Business Wire
Cenuco, Inc. (AMEX:ICU) and Hermes Acquisition Company I LLC, the
parent company of Lander Co., Inc., announced today that the two
companies have amended the merger agreement entered into on March
16, 2005. Under the amended agreement, the merger is expected to
close on or about May 23, 2005. At the closing of the merger,
Cenuco will issue shares of a new series of Cenuco preferred stock
to the members of Hermes in exchange for all the outstanding
membership interests in Hermes. The newly issued Cenuco preferred
stock will be convertible into shares of Cenuco common stock
representing 65% of the outstanding shares after the merger. The
issuance of the shares of Cenuco common stock upon conversion of
the preferred shares is conditioned upon, among other items, Cenuco
stockholder approval. After the merger, the two existing businesses
will remain focused in their respective current markets but plan to
integrate select overhead and administrative functions. The
companies will begin reporting combined financial information
immediately after the merger is completed. At meetings of Cenuco's
board of directors held on May 2, 2005 and May 9, 2005, the board
discussed the need for consummating the Merger as soon as
practicable in order to accelerate its business plan and potential
acquisition opportunities. Founded in 1920, Lander is a recognized
leader of value priced products available at Wal-Mart, Kmart,
ShopRite, Walgreens, CVS and other leading retailers throughout
North America. Lander produces and ships more than 100,000,000
product units annually. Lander and Cenuco believe that the combined
company will create a platform through which they plan to acquire
select strategic brands that will further the combined company's
position as a leader of consumer products. It is anticipated, that
through this transaction, the combined company's strategic plans
will accelerate. Steven Bettinger, Chief Executive Officer and
President of Cenuco, stated, "We believe that expediting this
merger preserves certain time sensitive business opportunities for
the combined organization. Our plan is for Lander and Cenuco to
continue to focus on their current operations -- Wireless Data
Products and Technology, operating under the Cenuco name, and
Consumer Products operating under the Lander name." For additional
information, please review the most recent Form 8-K and associated
filings that are available on the SEC website via
http://www.sec.gov About Cenuco Cenuco, Inc. develops wireless and
Internet based software solutions for transmitting live streaming
video, and other targeted content, directly onto cellular phones
and remote computers. Cenuco's technology has applications in a
variety of markets. Cenuco's wireless data technology is primarily
focused on wireless video monitoring solutions that allow users to
view real-time streaming video of security cameras or video content
feeds at their home or place of business from anywhere they receive
a cellular connection, regardless of the cellular carrier, user's
location, or type of cellular phone or wireless device. Cenuco's
products address the fast-growing security, surveillance and
Homeland Security markets, and some of its monitoring products have
been listed on the Federal General Services Administration (GSA)
schedule. These products have also been Windows Mobile Certified by
Microsoft, have received BREW certification from Qualcomm, and are
listed in the Intel Mobility Catalog. Visit http://www.cenuco.com
for additional information. About Lander Co., Inc. Lander Co., Inc.
and its Canadian affiliate, Lander Co. Canada Limited, manufacture,
market and distribute leading value brand (LANDER) health and
beauty care products. Lander also produces private label brands for
a limited number of top retailers. Lander has a category leadership
position in the rapidly growing marketplace for value health and
beauty care products - sold in dollar stores and value-focused
retailers such as Wal-Mart and Kmart. Visit
http://www.lander-hba.com for additional information. The Lander
brand is recognized as the largest specialty bath brand as reported
in 2004 by Information Resources, Inc. (IRI), a global provider of
market content and business performance management within consumer
goods and retail industries. Lander is headquartered in
Lawrenceville, New Jersey. Lander operates two manufacturing and
distribution facilities, one in Binghamton, New York and the other
in Toronto, Canada. About the Merger In connection with the
issuance of Cenuco common stock upon conversion of the Cenuco
preferred stock, Cenuco will file a proxy statement with the
Securities and Exchange Commission. Investors and security holders
are advised to read the proxy statement when it becomes available
because it will contain important information including the
financial statements of Lander. Investors and security holders may
obtain a free copy of the proxy statement (when available) and
other documents filed by Cenuco at the Securities and Exchange
Commission's web site at http://www.sec.gov. The proxy statement
and such other documents may also be obtained by Cenuco
stockholders for free from Cenuco by directing such request to
Steven Bettinger, Chief Executive Officer and President, Cenuco,
Inc., 6421 Congress Avenue, Suite 201, Boca Raton, FL 33487,
Telephone: 561-997-2602. Cenuco and its directors, executive
officers and other members of its management and employees may be
deemed to be participants in the solicitation of proxies from its
stockholders in connection with the issuance of Cenuco common stock
upon conversion of the Cenuco preferred stock. Information
concerning the interests of Cenuco's participants in the
solicitation is set forth in Cenuco's proxy statements and Annual
Reports on Form 10-KSB, previously filed with the Securities and
Exchange Commission, and in the proxy statement relating to the
issuance of the shares of Cenuco common stock when it becomes
available. Certain statements contained herein may constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, 21E of the Exchange Act of 1934 and/or the
Private Securities Litigation Reform Act of 1995. Such statements
include, without limitation, statements regarding business plans
and potential acquisitions. These forward-looking statements may be
affected by the risks and uncertainties inherent in Cenuco's and
Lander's business. This information is qualified in its entirety by
cautionary statements and risk factor disclosure contained in
Cenuco's Securities and Exchange Commission filings. Cenuco and
Lander wish to caution readers that certain important factors may
have affected and could in the future affect Cenuco's and Lander's
beliefs and expectations and could cause the actual results to
differ materially from those expressed in any forward-looking
statement made by or on behalf of Cenuco and Lander. These risk
factors include, but are not limited to: (1) the inability to
successfully integrate Lander's operations with Cenuco's
operations; (2) the inability to successfully consummate potential
acquisitions; (3) the accounting implications of the business
combination; and (4) Cenuco's inability to comply with the rules
and policies of the American Stock Exchange. Although Cenuco
believes the statements contained herein to be accurate as of the
date they were made, it can give no assurance that such
expectations will prove to be correct. Cenuco undertakes no
obligation to update these forward-looking statements.
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