TAMPA, Fla., Sept. 13, 2005 (PRIMEZONE) -- FTS Group, Inc. (OTCBB:FLIP), a publicly traded acquisition and development company, operating in the wireless industry through its wholly owned subsidiary FTS Wireless, Inc., today announced plans to spin-off FTS Wireless, Inc. into a new publicly traded Company.
FTS Wireless, Inc., which will include the Internet, retail and wholesale wireless operations and FTS Group, Inc., which will include the domestic and international business consulting, business development and M&A consulting activities will be separated into two Companies.
FTS Group will retain shares in the securities of FTS Wireless, outstanding indebtedness and corporate obligations, as well as substantially the Company's cash. FTS Group shareholders will receive additional new shares in FTS Wireless at a ratio to be determined shortly. FTS Wireless will be appropriately capitalized.
Scott Gallagher will remain as Chairman and CEO of FTS Group. Mr. Gallagher will also serve as Chairman of FTS Wireless, Inc. while the Company begins the search for a high level executive to serve as Chief Operating Officer of FTS Wireless, Inc.
FTS Group Chairman and Chief Executive Officer Scott Gallagher commented, "Since I acquired control of FTS in 2002, I've clearly stated my vision of creating significant shareholder value over time for the stock holders of our Company. I believe we have reached the moment by which the Company, its employee's and stockholders will clearly benefit from our decisions. Separating the Company into two distinct businesses will allow FTS Group to streamline its operations to do what it does best, and FTS Wireless to pursue its pure mission as a diversified Wireless Company. It is, in my opinion, exactly the right move at this moment in our history and evolution."
The transaction is anticipated to take the form of a reclassification of FTS Group shares, with the holders of FTS Group stock receiving a proportionate amount of FTS Wireless stock in a tax-free transaction. FTS anticipates releasing final terms and details of the proposed transaction within 60 days.
About FTS Group, Inc.
FTS Group Inc., (OTCBB:FLIP) is an acquisition and development Company focused on acquiring, developing and investing in emerging cash-flow positive companies and viable business ventures. Its wholly owned subsidiary FTS Wireless is an emerging regional operator of retail wireless locations that market and sell next-generation wireless products and services and operate Wi-Fi HotSpots. FTS Wireless currently operates a chain of retail wireless locations in the Florida Gulf Coast region. The company markets and sells products worldwide through its e-commerce site http://www.CellChannel.com. For additional information about FTS Group, Inc. or its subsidiary, please visit our web site http://www.FTSWireless.com or review periodic filings with the Securities and Exchange Commission at http://www.sec.gov.
About the Proposed Spin-Off
In connection with the proposed spin-off it is currently expected that FTS will file a proxy/ information statement or prospectus with the Securities and Exchange Commission (the "SEC"). Stockholders of FTS are urged to read the proxy/information statement/prospectus, when it becomes available, because it will contain important information about FTS, the proposed spin-off transaction and related matters. Investors and security holders can also obtain free copies of the proxy statement/prospectus and other documents filed by FTS Group and FTS Wireless with the SEC in connection with the proposed spin-off transaction at the SEC's web site at www.sec.gov.
Forward-Looking Statements
Included in this release are certain "forward-looking" statements, involving risks and uncertainties, which are covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's financial performance. Such statements are based on management's current expectations and are subject to certain factors, risks and uncertainties that may cause actual results, events and performance to differ materially from those referred to or implied by such statements. In addition, actual future results may differ materially from those anticipated, depending on a variety of factors, sales and earnings growth, ability to attract and retain key personnel, and general economic conditions affecting consumer spending, including uncertainties relating to global political conditions, such as terrorism. Information with respect to important factors that should be considered is contained in the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission. Readers are cautioned not to place reliance on these forward-looking statements, which speak only as of the date hereof.