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EXHIBIT 20.1
PRESS RELEASE
FROM: INDESCO INTERNATIONAL INC.
RELEASE DATE: OCTOBER 12, 2000
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INDESCO INTERNATIONAL, INC. ANNOUNCES SALE
OF EUROPEAN SUBSIDIARY
Thursday, October 12, 2000. Indesco International, Inc. (the "Company")
today signed a Letter of Intent with ABRO Consult Nederland B.V. ("Purchaser"),
a Netherlands corporation, controlled by Mr. Yehochai Schneider, the former
Chairman of the Board of the Company, whereby the Purchaser will acquire Afa
Polytek, B.V. ("Polytek"), a wholly-owned subsidiary of the Company, located in
the Netherlands. In consideration of the purchase, the Purchaser agreed to pay
Indesco, in cash, U.S.$2 million above Polytek's funded and intercompany debt of
approximately U.S.$8,000,000. In addition, the Purchaser will pay Indesco an
earnout based on the EBITDA of Polytek generated from the sales of Polytek's
newly developed technology (described below) during the three years commencing
January 1, 2002 and terminating at December 31, 2004. The transaction is
expected to close by October 19, 2000 subject to approval of Indesco's Board of
Directors, the execution of a definitive sale and purchase agreement and other
conditions.
The Company and Polytek will also enter into a development and
cooperation agreement to develop and manufacture new dispensing products based
on Polytek's proprietary technology (the "Technology") and for joint marketing
activities. The Purchaser has agreed to invest an additional U.S.$3 million into
Polytek which will allow Polytek to obtain the financing required in order to
proceed with the development and commercialization of the Technology. In
addition, Polytek will grant the Company an exclusive use and license agreement
to manufacture, assemble, sell and distribute all products based upon and
derived from the Technology in North America, Central America and South America.
The parties will also expand their current use, license and distribution
agreements whereby Polytek manufactures, assembles, sells and distributes
products based on the technology of Afa Products, Inc. (the Company's
subsidiary), and will enter into a new license agreement whereby Polytek will
pay royalties to Continental Sprayers International, Inc. (the Company's
subsidiary) for the manufacture, sale and distribution of products based on the
technology of Continental Sprayers Inc.
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On October 4, 2000, Mr. Schneider resigned as an officer and Chairman of
Board of Directors of the Company and its parent company and as a director and
officer of each of the Company's subsidiaries. Mr. Ariel Gratch, Chief Executive
Officer of the Company, announced that Mr. Igal Greif, a private investor, and
Mr. Robert Silva, currently Chairman of the Board and Chief Executive Officer of
Transtech Industries, Inc., have agreed to join the Board of Directors of the
Company, and that he will assume the role of Chairman of the Board.
Mr. Gratch also stated "the disposition of Polytek will allow the
Company to efficiently allocate its capital resources, provide Polytek with the
financing needed to commercialize the Technology, and focus the Company on
executing its strategic plan for North, South and Central America. The Company's
ongoing strategic alliance with Polytek will also enable the Company to serve
the global requirements of its U.S. based multi-national customer."
Company Contact: William Maloney
212-446-0381
THIS NEW RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT
ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
PROJECTED. THE MOST SIGNIFICANT AMONG THESE RISKS AND
UNCERTAINTIES ARE (1) INCREASED COMPETITION FROM EITHER
DOMESTIC OR FOREIGN PRODUCERS OF COMPETITIVE PRODUCTS,
INCLUDING INCREASES IN MORE COMPETITIVE CAPACITY THROUGH
DEVELOPMENT OF NEW TECHNOLOGIES, (2) VARIATIONS IN DEMAND
FOR THE COMPANY'S PRODUCTS, (3) CHANGES IN THE COSTS OR
AVAILABILITY OF RAW MATERIALS USED IN PRODUCTION, AND (4)
COSTS OF COMPLIANCE WITH NEW ENVIRONMENTAL LAWS AND
REGULATIONS.
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EXHIBIT 20
PRESS RELEASE
FROM: INDESCO INTERNATIONAL, INC.
RELEASE DATE: OCTOBER 19, 2000
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INDESCO INTERNATIONAL, INC. ANNOUNCES CLOSING OF
SALE OF EUROPEAN SUBSIDIARY
Thursday, October 19, 2000. Indesco International, Inc. (the "Company")
announced today the closing with Arbo Consult Nederland B.V. of the Company's
previously announced sale of AFA Polytek, B.V., headquartered in The Netherlands
and formerly a wholly-owned subsidiary of the Company. The Purchaser is a Dutch
corporation controlled by Mr. Yehochai Schneider, formerly Chairman of the Board
of Directors of the Company. The purchase price for Polytek was U.S. $2 million
in cash above Polytek's funded and intercompany debt of approximately U.S. $8
million. Additional consideration may be payable to Indesco through an earn-out
based upon EBITDA of Polytek generated from sales of Polytek's newly developed
proprietary technology (the "Technology") during the three years commencing
January 1, 2002 through December 31, 2004.
The Company and Polytek also entered into a development and cooperation
agreement for new dispensing products based on Polytek's Technology and for
joint marketing activities. The Purchaser has agreed to invest an additional
U.S. $3 million into Polytek which will allow Polytek to obtain the financing
required in order to proceed with the development and commercialization of the
Technology. In addition, Polytek granted the Company an exclusive license to
manufacture, assemble, sell and distribute in North, Central and South America
all products based upon and derived from the Technology.
The Company and Polytek will continue their alliance through the current
license and distribution agreements with Afa Products, Inc., one of the
Company's two domestic subsidiaries and Continental Sprayers International,
Inc., the Company's other domestic subsidiary, has entered into a new license
agreement with Polytek for the manufacture, distribution and sale by Polytek of
CSI products.
Ariel Gratch, Chief Executive Officer of the Company stated, "We are
pleased to have concluded successfully the Polytek transaction. It will permit
the Company to
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focus on executing its Western Hemisphere strategic plan and enable the Company
more effectively to allocate its capital resources. At the same time, it will
permit Polytek to have access to the capital required to commercialize the
Technology, which in turn should permit the Company to capitalize on its
exclusive license for the Technology in the Western Hemisphere. Through the
ongoing strategic relationship between the Company and Polytek, the Company will
continue to serve the global requirements of its U.S. based multi-national
customers."
Indesco, AFA and CSI are among the global leaders in the development,
manufacture and sale of liquid dispensing systems, primarily plastic trigger
sprayers used in household consumer products and lawn and garden applications.
Company Contact: William Maloney
212-446-0381
THIS NEW RELEASE CONTAINS FORWARD-LOOKING
STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS
AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE
PROJECTED. THE MOST SIGNIFICANT AMONG THESE
RISKS AND UNCERTAINTIES ARE (1) INCREASED
COMPETITION FROM EITHER DOMESTIC OR FOREIGN
PRODUCERS OF COMPETITIVE PRODUCTS, INCLUDING
INCREASES IN MORE COMPETITIVE CAPACITY
THROUGH DEVELOPMENT OF NEW TECHNOLOGIES, (2)
VARIATIONS IN DEMAND FOR THE COMPANY'S
PRODUCTS, (3) CHANGES IN THE COSTS OR
AVAILABILITY OF RAW MATERIALS USED IN
PRODUCTION, AND (4) COSTS OF COMPLIANCE WITH
NEW ENVIRONMENTAL LAWS AND REGULATIONS.
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