SANTA MONICA, CA / ACCESSWIRE / October 3, 2014 / Ecologic Transportation, Inc. (“Ecologic Transportation” or the “Company”) EGCT
On September 26, 2014, the Company entered into a Letter of Intent (“LOI”) with PearTrack Systems Group, Ltd. (“PearTrack”), a Nevada corporation, and the Company's wholly owned subsidiary, PearTrack Acquisition Corp. (“PTAC”). Additional information is included in the Company's 8-K filed with the SEC on October 2, 2014, which can be found at http://www.sec.gov/.
Pursuant to the terms and conditions of the LOI, the parties will execute an Agreement and Plan of Merger (the “Merger Agreement”), with an Effective Date of October 17, 2014, pursuant to which, among other things:
- by way of merger of PearTrack with PTAC and the exchange of shares of the Company's common stock for shares common stock of PearTrack, the Company will acquire 100% of the issued and outstanding shares of common stock of PearTrack;
- the Company will issue 51,358,555 shares of the Company's common stock to the shareholders of PearTrack on a 5.13586 for 1 basis, thereby increasing the total issued and outstanding common shares to 57,065,061 shares;
- PearTrack will become a wholly owned subsidiary of the Company;
- 90% of the Company's common stock will be owned by the former PearTrack shareholders and 10% of the Company's common stock will be owned by the current shareholders of the Company;
- no change in control of the Company will take place, as the majority shareholders of the Company are the majority shareholders of PearTrack; and
- the Company will change its name to PearTrack Security Systems, Inc., under the new trading symbol “PTSS”.
The Company believes that the Merger (the “Merger”) with PearTrack will add value to the Company and its shareholders for multiple reasons that include, but are not limited to, the following:
- PearTrack's product line, which targets the M2M telematics asset tracking and security market. The Company believes that PearTrack's battery management technology provides an opportunity be able to compete in the market.
- the Company believes that the security and tracking of the intermodal container market has a great potential for growth and expansion. The drivers of this market are the need:
- for countries to protect their maritime ports from potentially deadly nuclear and bioterrorist attack, by having information on each and every container that comes into the their ports;
- to combat theft by tracking and securing the intermodal containers;
- to combat the growth in counterfeiting of products that enter the country inside intermodal containers; and
- to combat the trafficking of human beings as black market cargo, by way of transporting the humans in intermodal containers.
The Company believes that, with the value added through the Merger with PearTrack, the two operating subsidiaries of the Company, Ecologic Car Rentals, Inc. and Ecologic Products, Inc., will be able to operate independently, with the goal of attracting new capital and exploiting their existing businesses, as well as having the flexibility to establish new relationships in order to achieve their respective goals of generating shareholder value.
As a result, pursuant to the LOI, and contingent upon the successful Closing of the Merger Agreement, the Company shall effect Spin-Offs of Ecologic Car Rentals, Inc. and Ecologic Products, Inc., to be completed within ninety days (90) of the Closing Date. The terms of the Spin-Offs include a stock dividend to be distributed on a pro rata basis to the Shareholders of record of Ecologic Transportation, Inc. as of December 15, 2014.
Ecologic Car Rentals, Inc.
After almost five (5) years, Ecologic Car Rentals, Inc. has not been able to attract the requisite investor to fund its strategic plan, as a public company, or as part of a public company, and it is the Company's belief that Ecologic Car Rentals, Inc. will have more options available to it as a private company than it currently does as a wholly-owned operating subsidiary. Mr. William B. Nesbitt will remain as President and CEO of Ecologic Car Rentals, Inc.
Ecologic Products, Inc.
Ecologic Products, Inc. has had some success in its 3-year waterless car wash trial, undertaken in conjunction with Park 'N Fly in Atlanta, GA and Los Angeles CA, at Hartsfield International Airport and LAX International Airport, respectively. The Company believes that Ecologic Products, Inc., as an independent company, can promote and brand itself and Ecologic Shine®, its waterless car wash product line. Mr. William B. Nesbitt will remain as President and CEO of Ecologic Products, Inc.
About Ecologic Transportation, Inc.
Headquartered in Santa Monica, CA, Ecologic Transportation, Inc., is a holding company with wholly owned subsidiaries all dedicated to environmentally friendly transportation products and services. The Company encompasses two separate but integrated operations that address the environment and transportation holistically: Ecologic Car Rentals, Inc. and Ecologic Products, Inc. This innovative company has an unbiased approach to green cars and clean fuels by providing a business platform for all emerging environmental transportation technologies. For more information: http://www.ecologictransportation.com/, http://www.ecologicshine.com/
About Peartrack Systems Group, Ltd.
PearTrack Systems Group Ltd. was incorporated in the state of Nevada on December 4, 2013, and acquired PearTrack Systems, Ltd., a 5 year old England and Wales company that has developed, manufactured and commercialized a GPS tracking system, as well as devices targeting non-powered assets with a proprietary long life battery system. The company's principal activity is the supply of battery powered GPS tracking systems. PearTrack is currently enhancing its tracking products and is assessing the areas of growth in M2M Telematics and Remote/Mobile Asset Tracking and Management with particular emphasis on the intermodal container market.
Key components of PearTrack Tracking Products:
- PearTrack intends to be the first GPS tracking company to offer tracking via GSM, CDMA and Iridium.
- The PT Tracking Platform is a fully interoperable and scalable platform that provides product and service upgrades without having to replace device.
- PearTrack intends to aggressively market itself as a proprietary solution for the intermodal shipping container market; remote asset management in the oil and gas exploration industry; shipments of high-value products; shipments of drugs; military logistics support and asset tracking.
- PearTrack intends to offer proprietary encryption security software systems, which will be used to authenticate the goods in the shipment are the goods the customer put in the container or mailing parcel.
- PearTrack intends to offer proprietary patented Container Locking system that will interface with the PT Tracking Products.
- PearTrack intends to provide proprietary security systems that will aggregate multi service systems to detect chemical or nuclear weapons, bio-terror and chemical weapon substances.
The goal of the Company is to introduce market leading solutions that are technologically innovative, but accessible and user friendly, combined with single or multi point access and management capabilities for the purpose of commercialization and enhancement. For more information on PearTrack, please visit http://www.peartrack.com/
Forward-Looking Statements
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, including statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward-looking statements. All forward-looking statements involve risks, uncertainties and contingencies, many of which are beyond the Company's control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. Factors that may cause actual results to differ materially from those in the forward-looking statements include those set forth in the Company's reports filed with the SEC. The Company is under no obligation to (and expressly disclaim any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT:
Media Contact:
Calli Bucci
Secretary
callib@ecologictransportation.com
310.899.3900
Investor Contact:
Mark Bernhard
Capital Group Communications
mark@capitalgc.com
415.332.7200
SOURCE: Ecologic Transportation, Inc.
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