BROOKLYN, N.Y., March 21, 2006 (PRIMEZONE) -- Cell Power Technologies, Inc. (OTCBB:CLPW) announced today that it has signed a definitive merger agreement with Portagy Corp. of Agoura Hills, California. Portagy holds distributorship rights to Porta-Jump, a new innovative product which can recharge a vehicle battery in less than 10 minutes through the cigarette adapter without the driver ever having to leave the vehicle. Porta-Jump has the potential of replacing jumper cables and reducing the need for roadside assistance in many situations. Porta-Jump will come in both single use and rechargeable models. The transaction is expected to be completed by the end of March 2006 and is subject to customary closing conditions. As a result of the merger, Portagy stockholders will control Cell Power.
Prior to completion of the merger, Cell Power will undergo a 1-for-6 reverse stock split effective as of the close of business on March 27, 2006.
Cell Power will issue 12,846,983 shares of its common stock in exchange for all of the issued and outstanding shares of Portagy. Cell Power will also issue 1,213,888 options and 8,244,315 warrants to purchase its common stock in exchange for all of the outstanding options and warrants of Portagy. After the merger on a fully diluted basis, the former Portagy stockholders will own 75% of Cell Power and Cell Power shareholders will own 25% of the outstanding equity. Approximately 16,465,483 shares of Cell Power will be outstanding immediately following the merger.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act") including the closing of the merger and its ability to obtain the necessary financing to support the roll-out of its products. Additionally words such as "seek," "intend," "believe," "plan," "estimate," "expect," "anticipate" and other similar expressions are forward-looking statements within the meaning of the Act. Some or all of the results anticipated by these forward-looking statements may not occur. Factors that could cause or contribute to such differences include, but are not limited to, the ability to obtain approval of Portagy's stockholders and its ability to obtain the necessary financing to support the roll-out of its products. Further information on Cell Power's risk factors is contained in the Cell Power's Form 10-KSB and other filings with the Securities and Exchange Commission.