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ThermoEnergy Completes Acquisition of CASTion Corporation
LITTLE ROCK, Arkansas - July 2, 2007 - ThermoEnergy Corporation
("ThermoEnergy", OTCBB - TMEN) today completed the previously-announced
acquisition of CASTion Corporation ("CASTion"), an award winning
supplier of wastewater treatment and chemistry recovery systems.
Headquartered in Worcester, MA. CASTion is currently one of the prime
subcontractors to ThermoEnergy for the assembly and installation of the
Company's $11.5 million New York City ARP project located at the City's
26th Ward Water Pollution Control Plant.
In today's transaction, ThermoEnergy acquired shares representing 90.3%
of the outstanding equity securities of CASTion from a group of private
investors. ThermoEnergy intends to acquire the remaining CASTion shares
before the end of the summer. CASTion will be operated as a subsidiary
of ThermoEnergy, retaining its name and well established market
reputation.
"The acquisition of CASTion represents a major milestone for the
Company," said Dennis C. Cossey, Chairman and CEO of ThermoEnergy
Corporation. "For the first time ThermoEnergy can now design, build,
install and operate its wastewater treatment systems independently,"
added Cossey, "which greatly increases the Company's leverage in
negotiating potential joint ventures or partnerships with larger
corporations." The combination of the two companies is expected to
result in significant economic and process advantages over conventional
technologies within the rapidly developing nitrogen/ammonia removal
market.
"This acquisition serves a dual purpose for the Company - it is both a
strategic market move as well as a growth vehicle for the combined
companies" said Andrew T. Melton, CFO of ThermoEnergy. Mr. Melton
further stated that no personnel changes were expected as additional
employees will be needed to accomplish management's goals. "The
post-acquisition entity will not only be stronger financially, but
possess the necessary range of professional skills, experience, and
technologies to allow ThermoEnergy to successfully compete both in U.S.
and global wastewater markets, while growing revenues significantly,"
added Melton.
ThermoEnergy's engineering laboratory facilities located in Hudson, MA,
will be integrated into CASTion's Bench Scale Test Laboratory located
within its manufacturing facilities in Worcester. Jeffrey L. Powell,
will continue as CEO and President of CASTion and, in addition, will
join the ThermoEnergy management team as Executive Vice President of
ThermoEnergyÕs Water Division.
"There are significant synergies that exist between CASTion and
ThermoEnergy, and the combination of the two companies presents a unique
opportunity for the customers, employees and shareholders of both
companies," said Jeff Powell. "We have worked closely with ThermoEnergy
over the last two years and are excited about joining the ThermoEnergy
family," stated Mr. Powell.
As consideration for the acquisition, ThermoEnergy issued 4,588,008
shares of restricted common stock, executed $3,353,126.62 of convertible
notes and granted warrants to acquire 4,569,925 shares of restricted
common stock. ThermoEnergy also paid off $2,000,000 in CASTion debt at
closing. Additional information can be found in the Form 8-K to be
filed with the Securities and Exchange Commission.
About CASTion CASTion is a 23-year old award winning company, with
offices in Massachusetts, Florida, Louisiana, Ohio and California, that
provides customized turnkey systems for industrial wastewater treatment.
CASTion offers a comprehensive range of products and services including
vacuum distillation, evaporators, reverse osmosis, ion exchange,
oil/water separators, water use reduction and other water management
services. CASTion has successful installations in the U.S., Canada,
Mexico and Japan. CASTion's customer base includes the military, power
generation, mining, food processing, beverage, automotive, chemical
process, refining, micro-electronics, municipal, heavy manufacturing,
textile and semi-conductor industries. Its client list includes many
Fortune 100 companies. Additional information on the CASTion can be
found on its website at www.castion.com.
About ThermoEnergy Founded in 1988, ThermoEnergy is a diversified
technologies company engaged in the worldwide commercialization of
patented and/or proprietary municipal and industrial wastewater
treatment and power generation technologies. The economic and
environmental matrix of the Company's technologies represents a
significant advancement in these key infrastructure industries. The
Company currently has offices in Little Rock, AR, Hudson, MA, and New
York, NY. Additional information on the Company and its technologies can
be found on its website at www.thermoenergy.com.
THIS PRESS RELEASE INCLUDES STATEMENTS THAT MAY CONSTITUTE "FORWARD
LOOKING" STATEMENTS, USUALLY CONTAINING THE WORD "BELIEVE", "ESTIMATE",
"PROJECT", "EXPECT" OR SIMILAR EXPRESSIONS. FORWARD LOOKING STATEMENTS
INHERENTLY INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THE FORWARD LOOKING STATEMENTS.
FACTORS THAT WOULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT
ARE NOT LIMITED TO, CONTINUED ACCEPTANCE OF THE COMPANY'S PRODUCTS AND
SERVICES IN THE MARKETPLACE, COMPETITIVE FACTORS, CHANGES IN REGULATORY
ENVIRONMENTS AND OTHER RISKS DETAILED IN THE COMPANY'S PERIDOIC REPORT
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. BY MAKING THESE
FORWARD LOOKING STATEMENTS, THE COMPANY UNDERTAKES NO OBLIGATION TO
UPDATE THESE STATEMENTS FOR REVISIONS OR CHANGES.
Contact: Andrew T. Melton, CFO (501) 376-6477 Tel (501) 375-5249 Fax
Arkansas, New York, Massachusetts, Wastewater Treatment
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