SOURCE: Advanced Technologies Group, Ltd.

December 06, 2006 12:43 ET

Advanced Technologies Group, Ltd. Signs an Acquisition Letter of Intent

NEW YORK, NY -- (MARKET WIRE) -- December 6, 2006 -- Advanced Technologies Group, Ltd. (ATG) (OTCBB: AVGG) today announced that it has entered into a non-binding Letter of Intent to acquire 100% of Dialog International, Inc. (Dialog), a Delaware corporation headquartered in Fort Lee, NJ.

Dialog owns, or by the Closing Date shall own, not less than FIFTY-ONE (51%) PERCENT of the issued and outstanding capital stock of OAO Star Galaxy, Inc., a corporation formed under the laws of the Russian Federation, which, through an intermediary holding company owns ZAO Aires, Inc., a corporation formed under the laws of the Russian Federation, which operates a number of entertainment centers in Russia known as the Star Galaxy Project.

The Star Galaxy Project ultimately plans to develop a chain of indoor family entertainment centers in Moscow, St. Petersburg and other large cities in Russia and the CIS (Commonwealth of Independent States) countries. The Star Galaxy centers are intended principally for children from 4 to 12 years of age with facilities to accommodate their parents and teenage siblings. The Star Galaxy centers feature a wide selection of indoor rides and attractions, manufactured by leading American and European companies, including arcades with video and redemption games, birthday party room, fast-food courts, souvenir and prize redemption centers and other related facilities. The specific mix of attractions depend upon the size and location of the particular center. Currently there are 13 centers operating in and around Moscow and St. Petersburg with a number of additional centers in the planning stages.

The acquisition of Dialog is subject to a number of conditions that are specified in the Letter of Intent including, but not limited to, execution of a formal acquisition agreement incorporating the terms and conditions stated in the Letter of Intent; delivery of audited financial statements of Dialog; and completion of ATG's due diligence investigation of Dialog and the operations of ZAO Aires.

Assuming that all conditions are complied with, at the closing the capital stock of Dialog will be exchanged for shares of ATG's common stock based upon a formula set forth in the Letter of Intent. Based upon the preliminary financial information provided by Dialog, under this formula the number of ATG's shares to be issued to the Dialog Shareholders would equal more than 70% of the total issued and outstanding shares of ATG following this acquisition and would result in a change of control. Further, the Letter of Intent provides that the number of ATG shares issueable to the Dialog shareholders will be adjusted after a 2-year period based upon a formula set forth in the Letter of Intent. The purpose of this adjustment is to allow both ATG and Dialog to implement their existing operating plans and to adjust the number of shares issueable to the Dialog shareholders in order to properly reflect the respective contribution of both operations to the overall combined operations of the Company following this acquisition.

Except for historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Important factors that could cause actual results to differ materially include, but are not limited to, technical risks associated with new technology development, government regulatory approvals as well as other risks. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company's SEC filing. Copies of these filings may be obtained by contacting the Company or the SEC. The Company undertakes no obligation to update any of the forward-looking statements contained in its press release.

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