From biz.yahoo.com :
Source: Celtron International Inc.
Celtron International Signs $35 Million Definitive Agreement To Acquire Satellite Security SystemsTuesday December 13, 11:40 am ET
SAN DIEGO--(BUSINESS WIRE)
Dec. 13, 2005
Celtron International Inc. (OTCBB:CLTR - News) announced today that it has signed a definitive agreement to acquire 100% of the outstanding shares of Satellite Security Systems ("S3"). S3 is an industry leader in tracking, monitoring, and controlling fixed and mobile assets for various Federal, Law Enforcements agencies, municipalities and corporations throughout North America.
Under the terms of the agreement, S3 shareholders will receive 67 million shares of Celtron Stock in exchange for 100% of the outstanding shares of S3. In addition, S3 management will assume all executive management responsibilities of Celtron and will move Celtron's headquarters from South Africa to the United States. Management will concentrate on the asset management business in the U.S. and develop and expand upon S3's commercial and government contracts.
Incoming CEO, Ken Dixon, summarizes the acquisition and new corporate structure as a new era for Celtron; the next logical step for S3 in being able to aggressively grow its core business. "S3 has been very successful in identifying and executing on clients' needs and even more importantly, meeting clients' expectations. We have never had a problem finding the need for our solutions. With access to the public markets, we now have the financial backing necessary to aggressively fulfill the large contracts our customers typically request of our technology and our end-to-end solutions." Dixon adds, "The combined S3 and Celtron will focus heavily on ensuring we leverage large, existing opportunities to quickly drive revenue, providing us additional cash resources that allow S3 to continue entering new markets and expanding our sales network through OEM and other major market opportunities."
Kenneth Dixon, formerly of the head of Automated Resource Logistics, helped design and implement the first indoor location system, and has years of experience in management of public companies. Mr. Dixon's 14 years as a military officer included serving as the Acquisition Officers for the Global Positioning System (GPS) and Position Location Reporting System (PLRS), the predecessor of today's automated location systems.
Incoming President and COO, John Phillips, co-founded S3, and is the principal system architect and engineer of S3's primary technology. Mr. Phillips brings with him financial management and investment banking experience, as well as a background as a former federal officer for the U.S. Government's Tactical Law Enforcement Team.
Incoming CFO Randall A. Smith has served as Vice President and Chief Financial Officer for several large manufacturing companies and is an expert in international business, mergers and acquisitions, fund raising (both public and private), business restructuring, and Sarbanes Oxley compliance. Mr. Smith has also served in the capacity of senior manager for the "big four" accounting firm, KPMG.
Satellite Security Systems' technology is used in the areas of covert vehicle monitoring and tracking, stolen vehicle recovery, and criminal apprehension, by the FBI, the U.S. Secret Service, U.S. Dept. of Homeland Security, U.S. Bureau of Immigration and Customs Enforcement, U.S. Department of Labor. Additionally, Washington DC Public School System, San Francisco Unified School District, Fairfax County Public Schools, InterState Oil Company, Sacramento Air Quality Management District, Gateway Cities of Governments, and more than 600 other entities utilize S3's solutions for various other commercial applications.
Satellite Security Systems' GlobalGuard(TM) technology secures, tracks, and controls assets throughout the US, Mexico, and Canada for clients including military, government, police, and the consumer market. With GlobalGuard(TM), users can communicate with, monitor, track, analyze and control the movement of virtually any object in transit. The integration of Motorola's two-way satellite communications, on-board CPU and an integrated Global Positioning System (GPS) make it possible for GlobalGuard(TM) users to send data back and forth from a central command unit or monitoring center while being continually alerted to new or dynamic changes. The GlobalGuard(TM) active communication and GPS system can be incorporated into unlimited applications.
S3 provides a high level of security, asset location for the civilian and corporate world as well. The communications backbone for S3's GlobalGuard(TM) system is the Motorola ReFLEX(TM) satellite communications system. The ReFLEX system is a secure, two-way messaging infrastructure that stretches across North America (U.S., Canada, and Mexico) and is also available throughout Europe and Asia. Compared with competing data networks, ReFLEX's capabilities provide a wide range of crucial technical and economic advantages. S3 adds the government's GPS data to keep decision makers fully aware of operational circumstances. Lastly, a 24-hour, seven-day-a-week Monitoring and Support Center (MSC) is staffed with trained professionals to respond immediately to emergency situations.
S3's active 24/7 GIS/GPS provide customers with immediate access to mobilized information, motivated by real-time situational analysis, and the practical formulation of strategies. As a result, customers will be able to act on actual events to ensure the security of their personnel, equipment and/or vehicular fleet assets. Historically similar extended command and control capabilities were unique only to Department of Defense agencies. Now, S3 extends these powerful, real-time, enterprise-wide oversight tools to all clients, whether the operational scope is public, private, commercial or governmental. Applications include: tracking school buses and their students for several major school districts in the United States, monitoring school bus movements in terms of both time and position, tracking students individually as they enter/exit each bus, monitoring the opening/closing of the bus doors and tracking the movements of the bus driver and other school district supervisory employees on the bus; monitoring of hazardous materials transportation; remote, network-based automated utility meter reading with command and control functionality for managing customer loads, monitoring distribution system operations, and even automated dispatch of emergency services; and commercial fleet optimization of routing and utilization of their vehicles while also providing "anytime, anywhere" emergency services for their drivers.
About Celtron International, Inc.
Celtron International, Inc. is engaged in the business of marketing products and services in vehicle locating and management, and asset tracking and telemetry solutions. Celtron's products and services incorporate the latest, state of the art technology, including cellular, global positioning, and satellite technology.
This press release contains statements that may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of Celtron International Inc. and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
Contact:Satellite Security Systems, Inc.
John Phillips, 619-574-1452
Randy Smith, 877-437-4199
Source: Celtron International Inc.