MOSCOW, Oct. 26, 2006 (PRIMEZONE) -- NUCON-RF, Inc. ("NUCON") and ZAO ELECTRO MACHINERY BUILDING PLANT ATOLL ("ATOLL") announced today that the companies have completed the first stage acquisition by NUCON of ATOLL, a Russian closed joint stock company.
The Agreement between the parties is for multiple closings in which NUCON will acquire a total of 50% of ATOLL under Russian law. The first closing was completed the week of October 16, 2006, in which NUCON acquired 13.25% of ATOLL. The second closing will occur in the fourth quarter of 2006, during which NUCON will acquire additional equity interests in ATOLL. The original agreement was modified to permit multiple closings to conform to Russian corporate, tax and currency laws.
ATOLL has nominated two members of NUCON's management, Professor Valery Lebedev, Ph.D and Mr. Peter Goerke, to join the ATOLL Board of Directors effective immediately.
ATOLL, located in the city of St. Petersburg, is a manufacturing and research facility established to develop, manufacture and sell products designated for nuclear power plants, including the facilities of the Russian Federal dry storage facility for nuclear wastes at the Mining and Chemical Combine ("MCC") in Zelesnogorsk, Krasnoyarsk region in Siberia.
The ATOLL manufacturing process utilizes state-of-the-art CNC (Computer Numerically Controlled) machinery. The products from this facility are electrical and mechanical equipment for the security systems of nuclear reactors. These reactors require continuous replacement of these parts for safe operations. The parts also include spare parts for nuclear power plants, and handling equipment for nuclear waste containers designed for long-term storage of radioactive wastes and spent fuel. These capabilities also present significant opportunities for increased sales in foreign markets.
ATOLL employs approximately 220 persons, including engineers, nuclear industry specialists, technical experts in nuclear equipment design and construction and skilled manufacturing operators of CNC based machinery. The level of capabilities of this group has established ATOLL as a designated supplier to facilities operated by ROSENERGOATOM, the operator and owner of all of the 31 nuclear reactors in the Russian Federation.
ATOLL has its own construction bureau and develops all drawings and technical specifications for the manufacturing cycle. This has established their production as the technical standard for spare parts and mechanisms for nuclear reactors presently in operation and under construction in both the Russian Federation and foreign markets. This production is the proprietary intellectual property of ATOLL.
ATOLL has foreign trade contracts with operators of nuclear power plants outside of Russia and is capable of providing technical support and production capacity to support sales to export markets. NUCON believes that it has substantial marketing opportunities that may result in increases in sales to these foreign markets. Nuclear reactors, worldwide, require continuous replacement of their operating parts due to strict safety standards established for the nuclear industry. The government mandated requirements establish consistent and long term contracts for the production output of ATOLL in both Russian Federation as well as existing and future foreign markets currently under review by ATOLL.
ATOLL currently has 3.8 Billion Rubles (US$146 Million) in booked sales from Russian state enterprises for the period 2006-2007 which supports a projection of US$77.75 Million in revenues to the interest of NUCON. NUCON further believes that substantial increases in future sales both during and beyond 2007 are likely.
NUCON believes this consistent and predictable turnover establishes a reliable revenue stream and also opens up future market opportunities for the portfolio of other nuclear and environmental safety technologies and applications of NUCON with existing ATOLL customers.
The assets of ATOLL include approximately four acres of property where the administrative buildings and factory are located in the central part of St. Petersburg. NUCON is currently exploring the sale of the property and moving the facilities of ATOLL in conjunction with the acquisition of another larger manufacturer of nuclear reactor parts and equipment. NUCON believes this consolidation would position it as one of the leading suppliers in both the Russian Federation and foreign markets for replacement parts, environmental safety technologies and equipment for nuclear reactors.
NUCON further believes that the completion of the ATOLL acquisition will now qualify NUCON with the basis for listing on a principal U.S. and other foreign stock exchange such as NASDAQ, the Alternative Investment Market in London, or RTS Moscow. NUCON has completed its first GAAP audit and intends to file a registration statement on Form 10-SB in November and become a fully reporting company pursuant to the Securities Exchange Act of 1934 during the fourth quarter of 2006.
NUCON is a technical solutions company focused on environmental markets in the Former Soviet Union, Eastern Europe and Asia. NUCON is a U.S. corporation with executive and operations office located in Moscow, Russia and Berlin, Germany.
NUCON has the capability to provide product, technological and engineering support addressing environmental, power quality and radioactive waste challenges. They include compliance, shielding, transport and storage requirements, plant equipment protection, energy efficiency and development of techniques for a broad range of radioactive and toxic wastes. NUCON also has extensive in-house expertise in all aspects of radiological protection and radiological waste management.
Safe Harbor Statement
Statements in this press release that are not historical facts are forward-looking statements, including statements regarding announcements of financial results, business potentiality and other prospective presentations by NUCON-RF, Inc. Such statements reflect management's current views, are based on certain assumptions and involve risks and uncertainties. Actual results, events, or performance may differ materially from the above forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including, but not limited to, our ability to obtain additional financing that will allow us to continue our current and future operations and whether demand for our products in domestic and international markets will continue to expand. NUCON-RF undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in NUCON-RF's expectations with regard to these forward-looking statements or the occurrence of unanticipated events.