MOSCOW, March 13, 2007 (PRIME NEWSWIRE) -- NUCON-RF, Inc. (Pink Sheets:NNRF) announced today it had acquired an additional 36.75 percent of ZAO "EMBP" ATOLL, a St. Petersburg-based manufacturer of parts and equipment for nuclear power plants in Russia, China, Bulgaria and other nations.
The acquisition gives NUCON a 50 percent ownership in ATOLL.
In exchange for this interest, NUCON has paid ATOLL $2,165,000 in cash and four million shares of common stock.
ATOLL had 2006 revenue of $43,137,000 and is expected to compile revenue of $120 million and profit of $22.2 million in 2007.
Under Russian corporate law, NUCON's participation in ATOLL's profits will be received in the form of quarterly cash dividends from ATOLL's operations. In April 2007, NUCON intends to receive its first dividend of $247,000 from the 13.25% of ATOLL it owned of record as of the end of the fourth quarter 2006.
Quarterly cash dividends for 2007 onwards will reflect NUCON's 50% ownership in ATOLL.
ATOLL is one of the most advanced facilities of its type in Russia, employing some 220 nuclear industry engineers and specialists, and utilizing state-of-the-art computer numerically controlled, or CNC, machinery. In addition to spare parts and mechanisms for nuclear power plants, the facility is to commence the manufacture of handling equipment for long-term storage containers of radioactive wastes and spent fuel. This equipment is expected to be marketed widely across China, India and other markets in Eastern Europe, said NUCON.
"This acquisition is among the most important events in the history of our company," said NUCON Chairman, Lawrence C. McQuade. "ATOLL significantly increases the scope of products and services we will provide to the global nuclear industry. In addition, ATOLL will be utilized as a merger and acquisition platform for a series of transactions contemplated for 2007. We anticipate a significant increase in revenues and assets from these activities." NUCON is currently conducting due diligence on the first of these acquisitions.
The primary purchaser of ATOLL products, he said, will be Rosenergoatom, the operator and owner of Russia's 31 nuclear reactors, with which NUCON is contracted to provide technologies, services and equipment.
NUCON brings to ATOLL exceptionally strong senior management and scientific leadership, he added, including CEO Prof. Valery Lebedev, the former Deputy Minister of the Ministry of Atomic Energy of the Russian Federation; President and General Counsel J. Holt Smith, who has held a number of senior positions in business and securities law, including U.S. Trust Company; Executive Vice President Peter Goerke, a Russian Federation business specialist for 16 years and Dr. Hans Englemann, head of Radiation Shielding services and technologies and a member of the Contact Expert Group ("CEG"), a European Union advisory group of experts in nuclear waste disposal formed to coordinate various G8 initiatives in the Russian Federation including Andreyeva Bay and other current projects.
Mr. McQuade, who was appointed Chairman in December 2006, formerly served as Executive Vice President with W.R. Grace & Co., and as Vice Chairman of Prudential Mutual Fund Management, Inc., a subsidiary of Prudential Securities and Prudential Insurance Co. He was an advisor to the Russian government in establishing the Russian mutual fund industry.
Completion of the ATOLL acquisition will also help NUCON qualify for listing on a principal U.S. stock exchange such as NASDAQ as well as foreign exchanges including the Alternative Investment Market in London, said the company.
About NUCON-RF
NUCON-RF, a U.S. corporation with executive and operations offices in Moscow and Berlin, provides products, technologies and engineering/design services for a range of environmental challenges. The Company owns manufacturing facilities and provides both equipment and services for nuclear waste solutions, as well as compliance, shielding, transport and storage requirements for nuclear power plants. NUCON-RF also owns and licenses proprietary leading edge technologies which augment the Company's market edge in manufacturing, design, engineering and services capabilities. The Company has a highly experienced, proven and high profile management team whose capabilities include extensive in-house expertise in all aspects of radiological protection and radiological waste management. NUCON-RF is currently involved in providing nuclear power plant equipment in Russia and China and intends to expand to India, European Union and North American markets in 2007-08. Current projects for 2007-2010 include multiple international nuclear waste remediation projects in northwestern Russia that are multilaterally funded by G-8 member countries for the decommissioning and disposal of nuclear powered naval vessels of the former Soviet Union. The Company is currently engaged, through its' 50% owned subsidiary, ATOLL, in further acquisitions in 2007-2008 which are intended to substantially increase its asset and revenue base.
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.