Norpac Technologies, Inc.
OTC Bulletin Board : NRPT

January 04, 2008 13:25 ET

Norpac Technologies Agrees to Acquire CelLynx

BELLINGHAM, WASHINGTON--(Marketwire - Jan. 4, 2008) - Norpac Technologies, Inc. (OTCBB:NRPT) today announced it has entered into a definitive agreement to acquire CelLynx, Inc., an Irvine, California-based developer and marketer of an innovative plug-and-play cell phone signal amplification technology.

CelLynx has developed a product designed to boost cellular signal strength inside a home or office simply by plugging in a single-piece "enhancer" unit next to a window. Unlike competing technologies, CelLynx's patent pending 5BARz™ technology does not require any installation, outside antennas or cables. It capitalizes on widespread customer dissatisfaction with indoor and vehicular cell phone coverage, and on the phenomenal worldwide growth of voice, data and video applications on cellular networks.

CelLynx technology is covered by worldwide patent applications, and is currently in pre-production prototype stage. CelLynx believes its technology represents a breakthrough in cellular signal amplification as the only technology designed to offer superior performance in an off the shelf plug-and-play unit - one that will be open platform from GSM to CDMA, and that can be mass produced and marketed worldwide at competitive consumer prices. CelLynx is led by an exceptional team of accomplished, veteran industry professionals. For more information, see www.cellynx.com.

Under the terms of the Share Exchange Agreement, Norpac will acquire all of the issued and outstanding shares of CelLynx common stock in exchange for newly-issued Norpac common stock. The transaction is scheduled to close in March of 2008, upon which CelLynx shareholders and management will assume majority and operating control of the combined company.

At closing, Norpac will deliver newly-issued shares of its common stock to CelLynx shareholders in exchange for all outstanding shares of CelLynx such that, following the exchange, existing Norpac shareholders will hold 30.1% of the then outstanding common stock. CelLynx options and other derivative securities will also be exchanged into an equivalent number of Norpac options and derivative securities. CelLynx presently has approximately 57 million shares issued and outstanding, and options and other derivative securities convertible into approximately 34 million shares of common stock. The transaction is subject to due diligence and certain specified conditions including delivery of CelLynx financial statements and CelLynx having closed financing of at least $1.8 million. Details of the agreement will be included in the Company's report on Form 8-K to be filed with the Securities and Exchange Commission.

Forward Looking Statement

This news release includes forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. While these statements are made to convey to the public the company's progress, business opportunities and growth prospects, readers are cautioned that such forward-looking statements represent management's opinion. Whereas management believes such representations to be true and accurate based on information and data available to the company at this time, actual results may differ materially from those described. The company's operations and business prospects are always subject to risk and uncertainties. Important factors that may cause actual results to differ include without limitation: uncertainty of whether the Company will complete a merger transaction; whether the terms of the merger may be cancelled or revised to reflect certain specified conditions or significant changes in the financial, legal or operating condition of either company; whether the value of the newly merged company will immediately or ultimately be accretive to shareholder value; the Company's limited operational experience; and requirement for and ability to raise additional capital. Many of these risk factors are set forth in the Company's periodic filings with the U.S. Securities and Exchange Commission. In particular, there is no assurance that the conditions of closing of the proposed acquisition of CelLynx will be met or that CelLynx will complete $1,800,000 of financing.

Readers are cautioned not to place undue reliance upon these forward-looking statements that speak only as of the date of this press release. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

Contact Information

  • Norpac Technologies, Inc.
    John P. Thornton
    Chief Executive Officer
    (360) 201-9591