SOURCE: Somerset International Group, Inc.

July 09, 2007 09:00 ET

Somerset International Group Completes Acquisition of Meadowlands and Vanwell

Acquisition Removes Mandatory Redemption Feature of Series A Convertible Preferred Stock

BEDMINSTER, NJ--(Marketwire - July 9, 2007) - Somerset International Group, Inc. (OTCBB: SOSI), a security technology holding company, today announced it completed the acquisition of Meadowlands Fire, Safety, and Electrical Supply Co., Inc. and its sister company, Vanwell Electronics, Inc., for approximately $1.6 million, consisting of $1.25 million of cash, a zero coupon seller note for $250,000 payable over a 12-month period, and 666,666 shares of common stock. Meadowlands and Vanwell, based in Clifton, New Jersey, specializes in the distribution, sale, installation and maintenance of commercial fire and security equipment and systems that include fire detection, video surveillance, and intrusion alarm equipment.

As a result of the acquisitions through the Company's subsidiary, Secure System, Inc., Somerset International Group has met the requirements necessary to remove the mandatory redemption provisions of its Series A Convertible Preferred Stock. As a result, $3.8 million of its convertible redeemable preferred stock will be reclassified from liabilities to stockholder's equity as of June 30, 2007.

John X. Adiletta, President and Chief Executive Officer of Somerset, commented, "The addition of Meadowlands and Vanwell is an important milestone for us as we advance our strategy of acquiring quality firms in the security technology sector with an established customer base and attractive cross selling opportunities. With approximately $3.0 million of consolidated revenues in 2006, and a purchase price requirement of over $700,000 of consolidated EBITDA, for the trailing twelve months, as well as consolidated net current assets (defined as current assets minus total liabilities) of over $700,000 thousand dollars, these acquisitions will be immediately accretive to earnings and further demonstrate our ability to acquire complementary businesses at favorable valuations."

Keith Kesheneff, President of Meadowlands and Vanwell, stated, "We look forward to joining forces with Somerset International and its portfolio company, Secure System, Inc. The acquisition provides us a much stronger sales platform with greater geographic scope and an established presence in new markets."

Mr. Adiletta concluded, "The elimination of the mandatory redemption provision of our Series A Convertible Preferred Stock and these acquisitions significantly improve our balance sheet and better position us to continue our expansion strategy through accretive acquisitions of companies poised to benefit from the growing demand for security products and services."

About Somerset International Group, Inc.

Somerset International Group, Inc. finds undervalued technology investments aligned around the exponential growth in concern and demand for security and the acquisition of profitable and near term profitable private small- and medium-sized businesses that provide proprietary security products and solutions for people and enterprises -- from personal safety to information security. Additional information about the company is available at: http://www.somersetinternational.com.

About Secure System, Inc.

Secure System, Inc. provides personal alarm systems, wireless transmitters and receivers, and personal alarm locators. The company currently serves colleges and universities and medical and mental health facilities. Its products are also easily adaptable for office campuses, residential facilities, and correctional facilities. The system works by providing an individual with a wireless personal alarm locater with which they can summon help and be located by the pressing of a button. Additional information about the company is available at: http://www.securesysteminc.com.

Statements about our future expectations are "forward-looking statements" within the meaning of applicable Federal Securities Laws, and are not guarantees of future performance. When used herein, the words "may," "will," "should," "anticipate," "believe," "appear," "intend," "plan," "expect," "estimate," "approximate," and similar expressions are intended to identify such forward-looking statements. These statements involve risks and uncertainties inherent in our business, including those set forth under the caption "Risk Factors" in our most recent Registration Statement on Form SB-2 dated December 6, 2006 filed with the SEC and other filings with the SEC, and are subject to change at any time. Our actual results could differ materially from these forward-looking statements. We undertake no obligation to update publicly any forward-looking statement.

Contact Information

  • Investor Relations:
    David K. Waldman/Klea K. Theoharis
    Crescendo Communications, LLC
    (212) 671-1020