Exhibit 99.1 Letter of Intent
LETTER OF INTENT
DND Technologies, Inc., a Nevada corporation who address is 375 E. Elliot
Road Building 6, Chandler Arizona 85225 ("DNDT"), and ESL Elektronik Handels
GmbH, a German corporation whose address is Am Mitterfeld 35, 85622 Weissenfeld,
Germany ("ESL") hereby enter into this Letter of Intent:
WHEREAS DNDT is a publicly-held, fully-reporting corporation, listed on the
OTCBB under the symbol "DNDT";
WHEREAS ESL is in the business of developing and manufacturing and
servicing and selling semiconductor and related equipment;
WHEREAS DNDT desires to acquire ESL in a tax-free, merger share exchange;
THEREFORE the parties intend as follows:
1. DNDT, a Nevada corporation, shall have current audited financials
through 12/31/00, a share 23,000,000 shares outstanding which corporation
shall acquire 100% of the issued and outstanding shares of ESL in a
share-for-share, tax-free exchange transaction or through a triangular
merger, whereby DNDT shall issue to the ESL shareholders approximately
2,000,000 shares, with an additional 200,000 shares outstanding and/or
issued to certain key employees of ESL and up to 1,000,000 additional
shares based on performance over the next five years (the "Merger"). DNDT
shall have no outstanding derivative securities such as warrants, options
or other rights to acquire equity in DNDT aside from those disclosed in
writing to ESL.
2. ESL shall be responsible for making all necessary federal and
related filings in order to effect this merger in Germany. DNDT shall be
responsible for making all necessary federal and related filings in order
to effect this merger in the USA to file the appropriate documents with the
State of Nevada and such other states as required by the transactions, to
file applicable Form 8-K and consolidated audited financial statements
3. At or before the time of the closing of the reorganization, all
existing officers and directors of ESL except for Gerhard Marschner shall
resign, and DNDT shall appoint officers and directors as agreed by the
parties.
4. At the time of the closing of the reorganization, ESL shall be in
good standing in its state of incorporation, and shall be current with all
debts, licenses, taxes and related obligations.
5. ESL shall cause an audit to be performed on ESL, which audit shall
be current within 60 days of the closing of the reorganization.
6. The parties recognize that in connection with this Letter of Intent
and the performance thereof, the parties may become aware of or familiar
with programs, systems, programming code, software processes, formulae,
procedures, schedules, financials, information and/or materials which DNDT
and ESL has spent a great deal of time and money to develop, which are
essential to the business of DNDT and ESL, and which comprise confidential
information and trade secrets of DNDT and ESL, and the parties agree not to
disclose any such trade secrets, except as the parties may otherwise agree.
7. The parties recognize that in connection with this Letter of Intent
and the performance thereof, DNDT shall incur numerous expenses, and shall
expend time and services related to the reorganization with ESL, and the
parties agree that, absent a termination of this Letter of Intent, the
parties shall not circumvent DNDT through a merger or reorganization with a
company unrelated to DNDT. Each of the parties shall be responsible for
their own legal fees and expenses.
8. The parties' obligation to complete the Merger shall be contingent
upon those conditions that are usual and customary, including without
limitation (i) that every party shall obtain such due corporate and
shareholder authorization as may be required to enter into a definitive
agreement and consummate the Merger, (ii) that every party shall obtain
approval of the Merger by such federal, state, local and foreign regulatory
agencies or legal authorities having jurisdiction over each of them or the
Merger as may be required or desirable, (iii) that a due diligence
examination be conducted; (iv) that the results of such due diligence
examinations shall be acceptable to the parties in their sole respective
discretion; (v) that Seller has obtained all necessary third party
consents; and (vi) that standard representations and warranties be mutually
agreed upon. In the event any of the foregoing conditions are not satisfied
prior to the anticipate closing date, the parties shall have the right, in
their sole discretion, to either waive such condition and close the Merger
or terminate the definitive agreement and thereafter, neither of the
parties will be obligated to continue further to bring its consummation.
9. This Letter of Intent may be executed in multiple counterparts,
each of which shall be deemed an original and all of which taken together
shall be but a single instrument. This letter may be accepted and delivered
by facsimile transmissions.
10. The purpose of this letter is to outline the broad terms of the
proposed transaction and to confirm the intention of the parties to proceed
further. Except for the provisions set forth in paragraph 7 above, which is
intended to be and is a binding obligation, (a) this letter is not intended
to create any binding obligation; and (b) no one shall have any binding
obligation under this letter to enter into a definitive agreement providing
for the proposed merger or to consummate such merger or of any other kind
whatsoever. All other binding obligations on the part of the parties must
await the execution and delivery of the definitive agreement. This letter
states the present intention of the parties made in good faith and replaces
and supersedes all previous correspondence and discussions concerning the
Merger.
DATED this 31st day of January, 2003.
DND Technologies, Inc.
By:
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Douglas N. Dixon, CEO and Chairman
ESL Elektronik GmbH
By:
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Gerhard Marschner, ______________________