Business Services Industry
Advantage Capital Development Corp. Portfolio Company Enters Into Merger Agreement; NetWorth Technologies, Inc., Solution Technology International, Inc., and STI Acquisition Corp. Enter Into an Agreement and Plan of Merger
Business Wire, July 19, 2005
MIAMI -- Advantage Capital Development Corp. (Pink Sheets:AVCP) announced today that one of its portfolio companies, NetWorth Technologies, Inc. (OTCBB:NWRT), entered into an Agreement and Plan of Merger with Solution Technology International, Inc. (``STI'') and STI Acquisition Corp., each a Delaware corporation pursuant to which NetWorth will issue shares equal to 90% of its outstanding shares at the date of the merger for 100% of the outstanding shares of STI.
When the transaction, which is supported by a $12 million financing commitment by Cornell Capital Partners in the form of a Standby Equity Distribution Agreement (SEDA) is completed, NetWorth will change its name to Solution Technology International, Inc. and be headed by a management team led by STI's current president and Chief Executive Officer, Dan L. Jonson.
Approximately six months ago Advantage Capital Development participated in a $600,000 strategic investment in NetWorth Technologies.
"This agreement further supports of our investment strategy and how we are strategically creating value for our shareholders," said Jeffrey Sternberg, president and CEO of Advantage Capital Development Corp. "We identify certain companies and industries that we believe have strong potential for growth and assist them with those efforts either through acquisition, merger or internal organic expansion."
As a result of the Agreement, the transaction will be treated for accounting purposes as a reverse merger by the accounting acquirer (STI).
The consummation of the transaction is subject to the satisfaction of certain conditions. The Agreement also contemplates that, concurrent with the closing of the transaction, (a) the Board of Directors of NetWorth shall resign and the vacancies created thereby shall be filled with the appointees of the current STI stockholders who shall fill such posts until the next annual election of directors and (b) all current officers of NetWorth shall resign from their positions, with new officers to be appointed by the new Board members.
About Advantage Capital Development Corp.
Advantage Capital is a business development company, which operates specifically to meet the needs of small and emerging companies that need capital to grow. Business development companies, as defined under the Investment Act of 1940, are specifically designed to encourage the growth of small businesses. The rules provide certain financing advantages for companies that invest in small and emerging businesses. As a result, this will include investing in both public and private entities using certain types of debt and equity financing not normally available to other public companies.
About STI
STI is a software company focusing on a unique segment of the global insurance and reinsurance industry. Management believes that it has limited competition and significant growth potential. It is headquartered in Frederick, Maryland and expects, in addition to SurSITE(R) North America, to establish additional sales and services offices in London, Zurich and Hong Kong within the next twelve months. SurSITE(R) North America has during the last month developed an active sales pipeline. STI has successfully completed a $7M reinsurance product development and deployment of a major enterprise solution in Switzerland.
About NetWorth Technologies, Inc.
NetWorth Technologies (OTCBB:NWRT), is a 12-year-old IT services company. Its portfolio of operating companies consists of NetWorth Systems Inc., an IT network management, security and IT auditing company, and NetWorth Government Systems, which offers IT services and products to municipal, state and federal agencies.
The Company's proprietary solution, the Reliability Edge, evaluates IT asset usage and network security and eases the migration to new software and hardware platforms. NWRT also offers software products from Microsoft, Best and Open Systems.
For more information on NetWorth Technologies Inc. please visit http://www.networthtechnologies.com.
Safe Harbor Statement: The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain of the statements contained herein, which are not historical facts, are forward- looking statements with respect to events, the occurrence of which involve risks and uncertainties. These forward-looking statements may be impacted, either positively or negatively, by various factors. Information concerning potential factors that could affect the Company is detailed from time to time in the Company's reports filed with the Securities and Exchange Commission.
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