October 04, 2010 at 03:00 AM EDT
(INOL, ITCD, AACS, SPBU) are Hot Stocks Alert from by Thepennytrade.com
(EMAILWIRE.COM, October 04, 2010 ) Montral, Qubec - Thepennytrade.com
(http://www.Thepennytrade.com), a premier source for penny stocks research issues stock alert for the following companies
InoLife Technologies, Inc. (INOL.OB)
InoLife Technologies, Inc., a service-based healthcare products development, integration and marketing company, recently announced that it will market its proprietary metabolizing test to physicians and practitioners to identify how a patient's genetic makeup may affect the body's response to Plavix (colpidogrel). Plavix, the second-best selling drug in the world, reduces the risk of heart attack, stroke, and cardiovascular death in patients with cardiovascular disease by making platelets less likely to form blood clots.
The Food and Drug Administration recently announced that Plavix must now carry a so-called black box warning label after a study revealed that patients with genetic variation were 3.58 times more likely to have a fatal stroke or myocardial infarction. InoLife Technologies feels that this is an important test for those who take Plavix or who may need to take Plavix in the future. The company is very pleased that by addressing the black box warning, those who can be helped by this medication will be.
We determined that there are three critical problems that can lead to a level of non-response to Plavix, said Dr. Frederic J. Vagnini, M.D., FACS, a board-certified cardiovascular surgeon. First, in anyone an abnormality may be present within a gene abbreviated as CYP2C19 (and other variants) which significantly increases the risk of stroke or death due to clotting failure. Second, there are different variants or mutations between ethnic groups; some studies have indicated that one in three Caucasians and 40 percent of Asian of African-American populations have this abnormality.
Dr. Vagnini stated, Among clinicians there have been discussions centering on differing dosing approaches. Perhaps the most important result of InoLife's DNA test is that each patient will be able to have an individually tailored course of treatment since some require longer periods on it.
ITC DELTACOM, INC. (ITCD.OB)
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
On October 1, 2010, ITC^DeltaCom, Inc., a Delaware corporation ("ITC^DeltaCom"), entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with EarthLink, Inc., a Delaware corporation ("EarthLink"), and Egypt Merger Corp., a Delaware corporation and wholly-owned subsidiary of EarthLink, pursuant to which EarthLink agreed to acquire ITC^DeltaCom in an all-cash transaction for $3.00 per share.
The Merger Agreement provides for EarthLink's acquisition of ITC^DeltaCom by means of a merger (the "Merger") of Egypt Merger Corp. with and into ITC^DeltaCom, with ITC^DeltaCom surviving as a wholly-owned subsidiary of EarthLink. The Merger Agreement contains customary representations, warranties, covenants and conditions.
ITC^DeltaCom has outstanding $325 million aggregate principal amount of 10.5% senior secured notes due 2016 (the "Notes"). Under the related indenture, following the consummation of the Merger, ITC^DeltaCom will be required to offer to repurchase any or all of the Notes at 101% of their principal amount. To the extent the Notes are not repurchased or repaid, the Notes would remain outstanding as obligations of ITC^DeltaCom and its subsidiaries following the Merger.
The Merger, which the boards of directors of both companies have unanimously approved, will be completed upon the satisfaction of several closing conditions, including receipt of required regulatory approvals from the U.S. Federal Communications Commission and certain public utilities commissions and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Each party's obligation to consummate the Merger is subject to certain other conditions, including, among others, the accuracy of the other party's representations and warranties and the other party's compliance, in all material respects, with its covenants and agreements contained in the Merger Agreement. In addition, EarthLink's obligation to consummate the Merger is also conditioned on the absence of a material adverse effect related to ITC^DeltaCom. Subject to the fulfillment of these closing conditions, the transaction is expected to close in the fourth quarter of 2010 or the first quarter of 2011. The Merger is not subject to any financing condition.
The Merger Agreement contains certain termination rights for EarthLink. Upon termination of the Merger Agreement, under specified circumstances, ITC^DeltaCom may be required to pay EarthLink a termination fee equal to $8.25 million and reimbursement of EarthLink's expenses up to $2.5 million.
EarthLink also entered into a Written Consent and Voting Agreement, dated October 1, 2010 (the "Written Consent and Voting Agreement"), with certain affiliates of Welsh, Carson, Anderson & Stowe and Tennenbaum Capital Partners, LLC (collectively, the "Principal Stockholders"), who in the aggregate own approximately 62% of ITC^DeltaCom's outstanding shares of common stock. Pursuant to the Written Consent and Voting Agreement, the Principal Stockholders executed and delivered an irrevocable written consent (subject to certain conditions) adopting the Merger Agreement shortly after the Merger Agreement was executed. As a result, no further stockholder action will be required to adopt the Merger Agreement or approve the Merger. ITC^DeltaCom will file with the Securities and Exchange Commission (the "SEC") and mail to its stockholders, as promptly as practicable, an information statement describing the Merger Agreement and the Merger.
The Merger Agreement generally prohibits ITC^DeltaCom from soliciting or encouraging proposals for alternative transactions to acquire ITC^DeltaCom. However, notwithstanding the foregoing, ITC^DeltaCom may, subject to the terms and conditions set forth in the Merger Agreement, provide information to a third party that makes an unsolicited acquisition proposal during the 15-day period after the date of the Merger Agreement and may engage in discussions and negotiations with such third-party until the expiration of 30 days after the date of the Merger Agreement. Under certain circumstances, including payment of a termination fee equal to $8.25 million and reimbursement of EarthLink's expenses up to $2.5 million, ITC^DeltaCom is permitted to terminate the Merger Agreement to enter into a definitive agreement with a third party. The Written Consent and Voting Agreement terminates, and the Principal Stockholders' written consent will be automatically revoked, upon the earlier of (i) the effectiveness of the Merger, (ii) the termination of the Merger Agreement in accordance with its terms and (iii) the making of an amendment or waiver of the Merger Agreement adverse to the Principal Stockholders that is effected without their written consent.
A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated by reference herein. The description of the Merger Agreement set forth in this Item 1.01 is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement set forth on Exhibit 2.1. The representations and warranties of the parties in the Merger Agreement have been made solely for the benefit of the other parties to the Merger Agreement, and were not intended to be and should not be relied upon by stockholders of EarthLink or ITC^DeltaCom; should not be treated as categorical statements of fact, but rather as a way of allocating risk between the parties; have in some cases been qualified by disclosures that were made to the other party in connection with the negotiation of the Merger Agreement, which disclosures are not necessarily reflected in such agreement; may apply standards of materiality in a way that is different from what may be material to investors; and were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement and are subject to more recent developments.
The foregoing description of the Written Consent and Voting Agreement is not complete and is qualified in its entirety by reference to the full text of the Written Consent and Voting Agreement, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
American Commerce Solutions, Inc. (OTC:AACS)
American Commerce Solutions, Inc., through its subsidiaries, provides specialized machining services for the heavy industry; and manufactures motorcycle trailers with fiberglass bodies primarily in the United States. It operates in two segments, Manufacturing and Fiberglass. The Manufacturing segment offers specialized machining of components and machinery repair to industries, such as aerospace, agricultural processing, chemical, defense, mining, maritime, and power generation. This segment also offers heavy equipment service, which includes repair and bonded rebuilds of engines, tracks, undercarriages, transmissions, final drives, and hydraulic systems on heavy equipment from the heavy construction industry, including bulldozers, scrapers, loaders, excavators, tractors, and rollers; and sells used equipment. In addition, it sells replacement parts to the heavy equipment market, directly to the end user. The Fiberglass segment produces and sells a line of fiberglass trailers for the transportation of motorcycles, ATVs, personal watercraft, small vehicles, vending, mobile fiber optic workstations, utility, and other specialized applications. Its trailers are available in open and enclosed configurations, as well as with optional features, such as custom interiors and sleeper options. This segment also provides non warranty repairs and modification of existing trailers. The company was formerly known as JD American Workwear, Inc. and changed its name to American Commerce Solutions, Inc. in December 2000. American Commerce Solutions, Inc. was founded in 1991 and is based in Bartow, Florida.
SPARE BACKUP INC (SPBU:OTC BB)
Spare Backup Software Launches in "Geek Squad Max Computing" and "Max Mobile Protection" Programs in U.K.
Sees initial revenue up to $100,000 per month from this U.K. launch with several similar programs launching in the quarter with various distribution partners
Spare Backup (OTCBB:SPBU) today announced that the Carphone Warehouse Limited (CPW), a unit of Best Buy Europe Distributions Limited (BBE), has launched its Geek Squad Max Computing and Max Mobile protection programs bundled with Spare Backup's Co-branded My-Hub backup and cloud computing services along with Spare Mobile.
Management anticipates this U.K. launch generating up to $100,000 per month for Spare Backup as it provides co-branded storage services included in the bundle to the Geek Squad customers who subscribe to the paid insurance programs. Spare Backup is launching several similar programs with various distribution partners throughout the current quarter.
Spare Backup is the first totally automated online backup service that intelligently selects, secures and stores files without any user intervention.
"We have worked very hard to position our company for a rapid expansion and are excited to be included in the Geek Squad Europe's Max protection programs that have launched in the U.K. We anticipate launching a number of additional programs through various channels which we believe will create a solid revenue base for our company enabling us to experience sustainable expansion for the foreseeable future. Over the past few quarters our team has worked hard to deliver what we believe is 'best in class' services that not only focus on the PC, but also multiple mobile platforms, said Cery Perle, CEO.
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Forward-Looking Statement: This press release includes forward-looking statements within the meaning of the federal securities laws, commonly identified by such terms as believes, looking ahead, anticipates, estimates and other terms with similar meaning. Although the Company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct. Important factors that could cause actual results to differ materially from the Company's projections and expectations are disclosed in the Company's filings with the Securities and Exchange Commission. All forward-looking statements in this press release are expressly qualified by such cautionary statements and by reference to the underlying assumptions.
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