FOR IMMEDIATE RELEASE
CONTACT: Miranda Sevcik
Cell Phone: 713 515-9729
Email: miranda@mediamastersonline.net
CET Services Inc. and BioMedical Technology Solutions, Inc.
Enter Into Agreement and Plan of Merger
ENGLEWOOD, Colo. - CET Services, Inc. (OTCBB: CETR) today announced it has
entered into a definitive Agreement and Plan of Merger (the "Merger
Agreement") with BioMedical Technology Solutions, Inc., ("BMTS") based in
Englewood, Colorado. Upon closing of the merger BMTS would become a wholly
owned subsidiary of CET. Shareholders of BMTS would receive shares of CET
common stock in exchange for their BMTS shares. The Merger Agreement further
provides that at closing CET would issue to the shareholders of BMTS a total
of approximately 78,994,826 shares of CET common stock. CET would assume all
of BMTS's outstanding options, warrants and convertible debt, which
convertible securities will become exercisable for CET common stock.
The exact number of shares to be issued in exchange for the BMTS shares will
be adjusted at closing so that the total number of CET shares issued to the
BMTS shareholders, including shares of common stock issuable upon exercise of
outstanding options and warrants, will represent, when issued, 94% of the
total issued and outstanding shares of CET on a fully diluted basis. The
Merger, when consummated, would result in a change in control of CET.
Subject to certain conditions, the Merger Agreement also provides for certain
ancillary transactions, including (i) that CET will change its jurisdiction
of incorporation from California to Colorado and change its name to
"BioMedical Technology Solutions, Inc.", (ii) that CET will increased its
authorized capital to consist of 100,000,000 shares of common stock and
10,000,000 shares of preferred stock, (iii) that CET will undertake a reverse
split of its outstanding securities at a future date and on a basis
determined by the Board of Directors, and (iv) that CET adopt an Equity
Incentive Plan.
The directors and officers of the combined company will be designated by
BMTS, and the companies anticipate that these individuals will consist of the
officers and directors of BMTS immediately before the Merger.
Don Cox, President and CEO of BMTS say's of the proposed merger "BMTS is a
young and aggressive company in an industry overdue for new and alternative
technologies. There were 1.5 billion pounds of biomedical waste commercially
generated in the US in 2006 (averaging 5 lbs per person) and increasing every
year as our population grows and we live longer. This is coupled with the
rising cost of fuel, fuel shortages, shutting down of incinerators, closing
of landfills not to mention the universal awareness to global warming (April
18th 2008, 20 US governors signed a declaration on climate change) and
approximately 20,000 diesel guzzling, emissions producing trucks being used
every day to pick up this waste. Costs associated with remediating biomedical
waste are continually rising and getting pushed down to the customer. With
our patented alternative technology BMTS allows the customer to save money in
a safe, simple and secure way while being environmentally friendly. This
merger would give BMTS the opportunity within a public venue to raise the
capital necessary to accelerate our business plan and capitalize on these
opportunities within the biomedical waste industry both domestically and
internationally."
Steve Davis, CEO of CET says, "We're excited about the merger between BMTS
and CET Services, Inc. We believe the proposed merger would generate an
opportunity for our shareholders to benefit from this growing company with an
amazing product. The fact that the patented Demolizer[R] II technology is
approved or meet requirements in 47 states by over 78 governmental agencies
was a significant factor in our decision to enter into the merger agreement.
We feel this merger would be a win- win for both companies affording BMTS
the public venue and capital needed to expand through their national
distribution channels for which the current CET shareholders would benefit."
The closing of the transaction contemplated by the Merger Agreement is
subject to the satisfaction of customary conditions, including approval of
the Merger and Ancillary Transactions by the stockholders of CET, the
approval of the Merger by the stockholders of BMTS. The transaction is
expected to close by June 30, 2008.
About BMTS
BioMedical Technology Solutions, Inc., (www.bmtscorp.com) is a privately held
corporation, located in Englewood, Colorado, which sells and leases devices
that convert infectious biomedical waste into non-biohazardous material using
the patented Demolizer[R] technology which it owns. BMTS's products provide
safe, environmentally sound, biomedical waste treatment solutions for
medical, dental and veterinary offices, nursing homes, assisted living
facilities, and other health care facilities. For more information call 1-
303-653-0100, or visit the web site.
Safe Harbor Statement
The Private Securities Litigation Reform Act of 1995 provides a " safe
harbor" for forward-looking statements. Certain information included in this
press release (as well as information included in oral statements or other
written statements made or to be made by any of the companies) contains
statements that are forward-looking, such as statements relating to
anticipated future revenues of the company after the merger. This press
release may contain such "forward looking statements". This information
involves important risks and uncertainties that could significantly affect
the anticipated results in the future. Such results may differ materially
from those expressed in any forward-looking statements made by or on behalf
of the companies involved or the merger. Within the meaning of the provisions
of the U.S. Private Securities Litigation Reform Act of 1995. These
statements are based on expectations and assumptions as of the date of this
press release and are subject to numerous risks and uncertainties which could
cause actual results to differ materially from those described in the
forward-looking statements.
Where to Find Additional Information about the Merger
CET intends to file a proxy statement in connection with the merger
transaction. Investors and stockholders are urged to read the proxy statement
when it becomes available because it will contain important information about
the transaction. Investors and security holders may obtain free copies of the
proxy statement and other relevant documents (when they become available) and
other documents filed with the Securities and Exchange Commission at the
Securities and Exchange Commission's web site at www.sec.gov.
CET and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of CET in connection
with the merger. Information regarding the special interests of these
directors and executive officers in the transaction described herein will be
included in the proxy statement of CET as described above. Additional
information regarding the directors and executive officers of CET is also
included in CET's Annual Report on Form 10-KSB for the year ended December
31, 2007, filed with the Securities and Exchange Commission on April 4, 2008.
This document is available free of charge at the Securities and Exchange
Commission's web site at www.sec.gov and from CET by contacting Steve Davis
at CET at 720-875-3377.
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FOR MEDIA CONTACT:
Miranda Sevcik
CELL PHONE: 713-515-9729
EMAIL: Miranda@mediamastersonline.net