NEW YORK, Oct. 2, 2013 /PRNewswire/ -- InkSure Technologies
Inc. (OTCBB: INKS) is pleased to announce that the company has
entered into an asset purchase agreement with Spectra Systems
Corporation, or Spectra (LON: SPSY). InkSure has agreed to sell
substantially all of its right, title and interest in the
corporation's brand protection and tax stamp authentication assets
(excluding RFID assets) to Spectra. The purchase price and
additional conditional consideration, based upon achievement of
development and commercialization factors, are set out in the asset
purchase agreement, which will be available in InkSure's next 8-K
filing. The transaction is subject to various closing conditions
typical of these types of transactions, including stockholder
approval, and approval of the Israeli Office of the Chief Scientist
in the Israeli Ministry of Economy. The expected closing date of
the transaction is December 2013.
InkSure's stockholders will be asked to consider approving the
transaction at InkSure's annual shareholder meeting in November 2013.
If the asset sale is completed, InkSure's Board of Directors
plans to explore strategic alternatives to deploy the proceeds of
the transaction.
About InkSure
InkSure develops, markets and sells customized authentication
solutions designed to enhance the security of documents and branded
products, to meet the growing demand for protection from
counterfeiting. In this context, "counterfeit items" are imitation
items that are offered as genuine with the intent to deceive or
defraud. InkSure operates within the "authentication industry," an
industry that includes a variety of companies providing
technologies and services designed to prevent the counterfeiting
and diversion of documents and products.
Safe Harbor for Forward Looking and Cautionary
Statements
This press release contains statements that may constitute
"forward-looking statements." Generally, forward-looking statements
include words or phrases such as "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "projects," "could,"
"may," "might," "should," "will," the negative of such terms, and
words and phrases of similar import. For example, when we discuss
the anticipated dates of the stockholder meeting or closing with
respect to the asset sale or the exploration of alternatives for
the proceeds, we are using forward-looking statements. These
forward-looking statements are based on our management's current
expectations and beliefs and involve numerous risks and
uncertainties that could cause actual results to differ materially
from expectations, including the risk that we may fail to
consummate the transaction contemplated by our agreement with
Spectra or may use the proceeds for a purpose not currently
contemplated. You should not rely upon these forward-looking
statements as predictions of future events because we cannot assure
you that the events or circumstances reflected in these statements
will be achieved or will occur. The closing of the transaction with
Spectra is subject to certain closing conditions set forth in the
Asset Purchase Agreement, including the approval of InkSure's
stockholders; these conditions may be delayed or may not occur,
causing the closing to occur at a later date than expected or not
at all. These risks and uncertainties could cause our actual
results to differ materially from those described in our
forward-looking statements. Any forward-looking statement
represents our expectations or forecasts only as of the date it was
made and should not be relied upon as representing our expectations
or forecasts as of any subsequent date.
Readers should carefully review the risk factors and the
information that could materially affect our financial results,
described in other documents that we file from time to time with
the Securities and Exchange Commission, including our Annual Report
on Form 10-K for the fiscal period ended December 31, 2012 and subsequent Quarterly
Reports on Form 10-Q, and particularly the discussion of trends and
risk factors set forth therein. Unless otherwise required by law,
we disclaim any obligation to update our view on any such risks or
uncertainties or to revise or publicly release the results of any
revision to these forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date of this press release.
Additional Information and Where to Find It
In connection with the proposed transaction, InkSure will file a
proxy statement and other relevant documents with the Securities
and Exchange Commission ("SEC"). INKSURE'S STOCKHOLDERS ARE URGED
TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AS IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED
MATTERS. INKSURE STOCKHOLDERS WILL HAVE ACCESS TO FREE COPIES
OF THE PROXY STATEMENT (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED
WITH THE SEC BY INKSURE THROUGH THE SEC WEBSITE AT WWW.SEC.GOV. THE
PROXY STATEMENT AND RELATED MATERIALS MAY ALSO BE OBTAINED FOR FREE
(WHEN AVAILABLE) FROM INKSURE BY DIRECTING A REQUEST TO: INKSURE
TECHNOLOGIES INC., 18 EAST 16TH STREET, SUITE 307,
NEW YORK, NEW YORK 10003,
ATTENTION: CHIEF EXECUTIVE OFFICER, TELEPHONE: (646) 233-1454.
InkSure and its directors, executive officers as well as other
members of management and employees may be deemed to participate in
the solicitation of proxies in respect of the proposed
transactions. Information regarding InkSure's directors and
executive officers is available in InkSure's annual report on Form
10-K for the year ended December 31,
2012, which was filed with the SEC on March 29, 2013. Additional information regarding
the interests of such potential participants will be included in
the proxy statement and the other relevant documents filed with the
SEC when they become available.
CONTACTS:
Sarah Hein
Marketing Director
media@inksure.com
David Avner
Chief
Financial Officer
finance@inksure.com
Copyright InkSure Technologies Inc. 2013
SOURCE InkSure Technologies Inc.