Emergency
Filtration Products and Applied Nanoscience Sign Letter of Intent to
Merge
LAS VEGAS, NV and HAUPPAUGE, NYJul 31, 2007 Emergency
Filtration Products, Inc. (EFP) (Other OTC:EMFP.PK - News) and Applied
Nanoscience Inc. (ANI) (Other OTC:APNN.PK - News) today announced that
they have entered into a letter of intent to combine the two companies
in an all stock transaction. The letter of intent is subject to the completion
of further due diligence, execution of appropriate definitive agreements
upon the approval by both Boards of Directors, approval of the merger
by shareholders of each company, and a registration statement becoming
effective under the federal securities laws.
The terms of the letter of intent call for ANI to issue approximately
34,875,000 shares of its common
stock and 17,437,500 warrants for the purchase of additional shares in
exchange for the approximately 45,250,000 shares of EFP that are currently
outstanding. ANI currently has approximately 21,000,000 common shares
outstanding. Both EFP and ANI have warrants or options to acquire additional
shares outstanding. The EFP shareholders will receive 0.77 share of Applied
Nanoscience common for every one share of EFP. EFP shareholders will
own approximately 62% of the combined resulting company, prior to any
adjustments for additional funding or warrant exercise. EFP will name
three members to the combined company's Board of Directors and ANI will
name two members to the Board of Directors.
EFP is a filtration technology company that has a unique and highly
efficient micro-particle air filter
designed for medical filtration, as well as related products suitable
and adaptable to a variety of
applications outside the medical products industry, including the Vapor
Isolation Valve™, Respaide™, the Series One Breathing Circuit
Filter and the NanoMask™. EFP has filed a 510k medical device application
with the FDA for its NanoMask and associated filters. The company is
currently conducting what it hopes is the last battery of tests in order
to respond to comments made by the FDA on its NanoMask application.
ANI is the owner of NEFT™ (Nanoparticle - Enhanced - Filtration
- Technology). The unique performance characteristics of the NEFT platform
enable filtration media to not only filter bacteria and viruses from
the air, but also act as a destructive adsorbent to destroy microorganisms
that come in contact. The nanoparticle-enhanced media has been successfully
tested by several BSL-3 laboratories, and ANI believes it can be customized
to many specific applications which will initiate advancement and provide
competitive advantage to companies in major consumer markets. EFP has
a license to utilize ANI's NEFT technology for military and environmental/personal
protection mask applications.
"The merger of these two companies will result in a number of advantages
that can produce superior value to the shareholders of both companies," said
Philip Dascher, CEO, EFP. "Since the bulk of the intellectual property
resides with Applied Nanoscience, it makes eminent sense to merge and
have both a potentially imminent commercial product application of the
technology -- the NanoMask -- plus the many possible applications to
incorporate nanoparticle-enhanced filter media, which include emergency
response, home air quality, and transportation (automotive, rail, and
air)."
Mr. Dascher went on to add, "Joining forces with Applied Nanoscience
should produce a number of
significant recurring cost savings by creating a single corporate entity
whose product and intellectual
property portfolio will make it easier to access capital markets. We
expect this merger and the
resulting benefits to enable us to build a significant business within
a relatively short time."
"The proposed merger with Emergency Filtration Products will benefit
our shareholders as it will allow us to more closely align with a company
which will produce the first commercial validation of our technology," said
Thomas K. Allen, President/CEO of ANI. "Moreover, as we continue
to grow our
intellectual property and build the related technology, we will be in
a position to use EFP's resources to commercialize quickly and get our
products to market sooner," commented Mr. Allen. "Perhaps most
important, this merger will culminate in a company that can access the
financial, technical and
management resources necessary to build a highly successful enterprise."
For further information about Emergency Filtration Products, please
visit: www.emergencyfiltration.com
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 AN 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.
Contact:
Philippe Niemetz
800-477-7570 or 212-344-6464
p.niemetz@panconsultants.com
Investor Relations
PAN Consultants Ltd.
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