Carthew Bay Technologies Provides Update for the Reverse Takeover ...

Tag : Coated Fabric

TORONTO, Sept. 5, 2008 (GLOBE NEWSWIRE) -- Carthew Bay TechnologiesInc. (OTCBB:CWBYF) (the "Company" or "CBT"), formerly Astris EnergiInc., provided shareholders with an update of the transactionwhereby shares of CBT will be exchanged for all of the issued andoutstanding shares of Colorep ("RTO").
Timeline Update
The closing of the RTO has been further pushed out because ofdelays associated with the completion of Colorep's audit, which inturn affects the filing of proxy materials and a registrationstatement with the SEC by CBT. It is currently anticipated that theaudit will be completed by the end of September and theregistration statement filed shortly thereafter. CBT will convene aspecial meeting of shareholders to vote on this transaction afterSEC review and comments, which will likely take between 90 and 120days after filing of the registration statement. In the event thatshareholders approve the same, the transaction will close shortlythereafter.
Transaction Summary
Given the considerable length of time that has passed since theannouncement of this transaction, the following is a summary of theColorep transaction. In the first quarter of 2008, CBT invested $2million in secured convertible debentures of Colorep, accruinginterest at 1% per month. On May 23, 2008, CBT and Colorep executedan Agreement and Plan of Merger (the "Merger Agreement") whereby onclosing, the pre-RTO shares of Colorep common stock will beconverted into shares of CBT common stock, and Colorep will acquirethe voting interests of CBT through a reverse triangular merger. Acopy of the Merger Agreement was filed with the Securities andExchange Commission on May 30, 2008.
CBT believes that the approximate deemed RTO transaction value topre-RTO CBT shareholders would be $4,000,000 after giving effect tothe cancellation of the $2,000,000 debenture. This estimated valueis based on Colorep's most recent private placement of commonshares of over $23 million completed in the first quarter of 2008.
"We believe that this transaction represents considerable initialvalue to our shareholders as well as an opportunity to participatein the growth of an exciting new 'clean/sustainable' technology,"said Michael Liik, CBT's CEO.
About Colorep and Transprint USA
About Colorep, Inc.
Colorep, Inc. (www.colorep.com) is a leader in subsurface printingand fabric dyeing technologies, providing products and services tothe promotion, apparel, commercial furnishings and home decormarkets. Colorep provides these services to companies through itswholly-owned subsidiary, BetaColor LLC, its printing applicationsdivision and through the licensing of its technology tomanufacturers in these addressable markets. Colorep's technologiesencompass a range of advances in the coloration and decoration offabrics, vinyl, plastics, and coated metals. Its AirDye(tm)technology introduces coloration of fabric without negativeenvironmental impacts.
About Transprint USA, Inc.
Transprint USA, Inc., a wholly-owned subsidiary of Colorep("Transprint") (www.transprintusa.com), is a leading supplier oftransfer-printing paper for decorating polyester, polyester richsubstrates and certain other synthetic materials. With a designlibrary of over 12,000 designs, Transprint is a leader in designchoice and innovation. Transprint's products include Transwide(tm),a patented, exclusive product providing transfer-printing paper upto 126" (320cms) and Transeeze(tm), a release paper product for theprinting of vinyl and other plastics. Transprint supplies itsworldwide customer base through a direct sales force and agentslocated in a number of foreign countries.
Notes on Forward-Looking Statements
This press release contains forward-looking statements, within themeaning of the Private Securities Litigation Reform Act of 1995.Such statements include, without limitation, statements withrespect to CBT's plans, objectives, expectations and intentions andother statements identified by words such as "may," "could,""would," "should," "believes," "expects," "anticipates,""estimates," "intends," "plans," or similar expressions. Thesestatements are based upon the current assumptions, beliefs andexpectations of CBT's management and are subject to known andunknown risks and uncertainties, many of which are beyond CBT'scontrol. Such risks include those detailed in CBT's filings withthe Securities and Exchange Commission and the Alberta SecuritiesCommission. Actual results may differ from those set forth in theforward-looking statements. CBT undertakes no obligation to updateany forward-looking statements, except as required by law.