EX-99.2
3
a05-9580_1ex99d2.htm
EX-99.2
Exhibit 99.2
Isonics Corporation Completes Acquisition of
Protection Plus Security
Consultants, Inc. for Homeland Security Division
Acquisition Brings Isonics $13 Million
Estimated Annual Revenues and
Broadened Marketing Capabilities in Homeland Security Sector
GOLDEN, Colo.-(BUSINESS WIRE)-May 17, 2005-
Isonics
Corporation (NASDAQ:ISON - News), committed to the development of
next-generation technology for the homeland security and semiconductor markets,
has announced the completion of its acquisition of Protection Plus Security
Consultants, Inc. (PPSC), a security industry firm with an estimated $13
million in annual revenues. The
acquisition is part of Isonics' strategy to continue to build its Homeland
Security division into a multi-dimensional business through a program of
internal product development as well as acquisition of profitable businesses
and complementary technologies.
"We are very pleased to have completed this transaction", commented
James Alexander, Isonics' Chairman & CEO.
"We have identified a number of exciting growth possibilities for our
new wholly owned PPSC subsidiary that we are eager to pursue. Also importantly, the completion of this
transaction will free up management bandwidth to be able to address other
acquisition and growth opportunities".
Isonics has acquired all of the outstanding stock of PPSC for $2.5
million in cash and 506,527 shares of restricted common stock valued at $1.125
million. PPSC attained un-audited
revenue of $13 million and showed a profit for the year ended December 31,
2004. Isonics expects this acquisition
to be accretive to earnings.
In order to maintain business momentum in the PPSC unit, the Company
indicated that it has signed three key PPSC executives to multi-year employment
agreements. These executives, who
include the two selling shareholders and the Chief Operating Officer, will
report to Boris Rubizhevsky, president of Isonics' Homeland Security and
Defense division.
Isonics expects a range of potential benefits to accrue as a direct result
of the Protection Plus acquisition. Protection Plus provides a range of
advanced, technology-based security services for leading businesses and
institutions. In addition to new revenues, Isonics believes the acquisition of
Protection Plus will bring useful professional and customer contacts into its
homeland security division, as well as extended marketing capabilities for
other Isonics Homeland Security products and technologies under development.
As part of Isonics' strategy to grow the company and its Homeland
Security division, Isonics recently closed a $22 million convertible debt
financing that will
contribute to further acquisition plans. The Company also recently announced an
agreement to acquire 100% of German-based IUT-Berlin, a maker of several
advanced technology products that has been Isonics' longtime NeutroTest™
explosive detector development partner.
About Protection Plus Security Consultants, Inc.
Protection Plus primarily provides a range of services and products,
including armed and unarmed security personnel, and technology-based security
and investigative services. It provides
electronic security systems, armed escort couriers, executive bodyguards,
video/electronic surveillance, mobile vehicle patrols, special event security
and VIP escorts. The Company's investigative solutions include communications
security, eavesdropping/espionage countermeasures, industrial sabotage
investigations, employment investigations and a range of forensic services such
as voice and handwriting analysis, DNA testing and drug screening. Some of the
above services are provided on an outsourced basis. For more information about
Protection Plus Security Consultants, visit www.ppscinc.com.
About Isonics Corporation
Isonics Corporation has three business divisions: (1) Isonics
Semiconductor, (2) Isonics Life Sciences, and (3) Homeland Security and
Defense. Isonics is a world leader in isotopically engineered materials and
through its semiconductor division produces isotopically pure silicon-28
chemicals and wafers for the semiconductor industry. Isonics' Life Sciences
division markets and sells isotopes to the health care industry for the imaging
and treatment of cancer. Stable isotopes
can be thought of as ultra pure materials. This high degree of purification
provides enhanced properties as compared to natural materials. Our efforts in
the Homeland Security segment are nascent at the present time as we proceed to
develop further our neutron-based detection technologies. Additional
information may be obtained at the Company's Web site at http://www.trilogy-capital.com/tcp/isonics. A presentation about Isonics' NeutroTest™
explosive detection prototype can be found at http://trilogy-capital.com/tcp/isonics. A video demonstrating the functioning
NeutroTest prototype can be viewed at http://www.trilogy-capital.com/tcp/isonics/.
Cautionary Statement
Except for historical information contained herein, this document
contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements involve known and
unknown risks and uncertainties that may cause the Company's actual results or
outcomes to be materially different from those anticipated and discussed
herein. Further, the
Company operates in industries where securities values may be volatile
and may be influenced by regulatory and other factors beyond the Company's
control. Other important factors that the Company believes might cause such
differences are discussed in the risk factors detailed in the Company's 10-KSB
for the year ended April 30, 2004, its quarterly report on Form 10-QSB for the
nine months ended January 31, 2005, and other documents filed with the
Securities and Exchange Commission, which include the Company's historical cash
flow difficulties, dependence on significant customers, and rapid development
of technology, among other risks. In assessing forward-looking statements
contained herein, readers are urged to carefully read all cautionary statements
contained in the Company's filings with the Securities and Exchange Commission.
Isonics cautions investors that there are currently no commercial NeutroTest
products, and no guarantee there will be. Isonics has made no NeutroTest sales
and no government agency or other person has expressed an interest in
purchasing NeutroTest. There can be no assurance that Isonics will be able to
manufacture the NeutroTest for the market at a cost and with capabilities that
meet the needs of prospective customers.
This announcement may contain forward-looking statements made by senior
management of Isonics that involve risks and uncertainties, such as statements
about plans, objectives, expectations, assumptions or future events. These
statements involve estimates, assumptions, known and unknown risks,
uncertainties and performances, or achievements expressed or implied by the
forward-looking statements. Actual future results and trends may differ
materially from those made in-or suggested by-statements made in this
announcement due to a variety of factors. Consequently, you should not place
undue reliance on any forward-looking statements made in this announcement. For
more information about Isonics and risks arising from investing in Isonics, you
are directed to the Company's most recent Form 10-KSB filed with the Securities
and Exchange Commission.
Contact:
Isonics Corporation
Boris Rubizhevsky, 303-279-7900
or
Investor Relations:
Trilogy Capital Partners, Inc.
Paul Karon, 800-592-6067
paul@trilogy-capital.com

EX - 99 . 2 3 a05 - 9580 _ 1ex99d2 . htm EX - 99 . 2 Exhibit 99 . 2 Isonics Corporation Completes Acquisition of Protection Plus Security Consultants , Inc . for Homeland Security Division Acquisition Brings Isonics $ 13 Million Estimated Annual Revenues and Broadened Marketing Capabilities in Homeland Security Sector GOLDEN , Colo . - ( BUSINESS WIRE ) - May 17 , 2005 - Isonics Corporation ( NASDAQ : ISON - News ) , committed to the development of next - generation technology for the homeland security and semiconductor markets , has announced the completion of its acquisition of Protection Plus Security Consultants , Inc . ( PPSC ) , a security industry firm with an estimated $ 13 million in annual revenues . The acquisition is part of Isonics ' strategy to continue to build its Homeland Security division into a multi - dimensional business through a program of internal product development as well as acquisition of profitable businesses and complementary technologies . " We are very pleased to have completed this transaction " , commented James Alexander , Isonics ' Chairman & CEO . " We have identified a number of exciting growth possibilities for our new wholly owned PPSC subsidiary that we are eager to pursue . Also importantly , the completion of this transaction will free up management bandwidth to be able to address other acquisition and growth opportunities " . Isonics has acquired all of the outstanding stock of PPSC for $ 2.5 million in cash and 506,527 shares of restricted common stock valued at $ 1.125 million . PPSC attained un - audited revenue of $ 13 million and showed a profit for the year ended December 31 , 2004 . Isonics expects this acquisition to be accretive to earnings . In order to maintain business momentum in the PPSC unit , the Company indicated that it has signed three key PPSC executives to multi - year employment agreements . These executives , who include the two selling shareholders and the Chief Operating Officer , will report to Boris Rubizhevsky , president of Isonics ' Homeland Security and Defense division . Isonics expects a range of potential benefits to accrue as a direct result of the Protection Plus acquisition . Protection Plus provides a range of advanced , technology - based security services for leading businesses and institutions . In addition to new revenues , Isonics believes the acquisition of Protection Plus will bring useful professional and customer contacts into its homeland security division , as well as extended marketing capabilities for other Isonics Homeland Security products and technologies under development . As part of Isonics ' strategy to grow the company and its Homeland Security division , Isonics recently closed a $ 22 million convertible debt financing that will contribute to further acquisition plans . The Company also recently announced an agreement to acquire 100 % of German - based IUT-Berlin , a maker of several advanced technology products that has been Isonics ' longtime NeutroTest ™ explosive detector development partner . About Protection Plus Security Consultants , Inc . Protection Plus primarily provides a range of services and products , including armed and unarmed security personnel , and technology - based security and investigative services . It provides electronic security systems , armed escort couriers , executive bodyguards , video / electronic surveillance , mobile vehicle patrols , special event security and VIP escorts . The Company 's investigative solutions include communications security , eavesdropping / espionage countermeasures , industrial sabotage investigations , employment investigations and a range of forensic services such as voice and handwriting analysis , DNA testing and drug screening . Some of the above services are provided on an outsourced basis . For more information about Protection Plus Security Consultants , visit www.ppscinc.com . About Isonics Corporation Isonics Corporation has three business divisions : ( 1 ) Isonics Semiconductor , ( 2 ) Isonics Life Sciences , and ( 3 ) Homeland Security and Defense . Isonics is a world leader in isotopically engineered materials and through its semiconductor division produces isotopically pure silicon - 28 chemicals and wafers for the semiconductor industry . Isonics ' Life Sciences division markets and sells isotopes to the health care industry for the imaging and treatment of cancer . Stable isotopes can be thought of as ultra pure materials . This high degree of purification provides enhanced properties as compared to natural materials . Our efforts in the Homeland Security segment are nascent at the present time as we proceed to develop further our neutron - based detection technologies . Additional information may be obtained at the Company 's Web site at http://www.trilogy-capital.com/tcp/isonics . A presentation about Isonics ' NeutroTest ™ explosive detection prototype can be found at http://trilogy-capital.com/tcp/isonics . A video demonstrating the functioning NeutroTest prototype can be viewed at http://www.trilogy-capital.com/tcp/isonics/ . Cautionary Statement Except for historical information contained herein , this document contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . These statements involve known and unknown risks and uncertainties that may cause the Company 's actual results or outcomes to be materially different from those anticipated and discussed herein . Further , the Company operates in industries where securities values may be volatile and may be influenced by regulatory and other factors beyond the Company 's control . Other important factors that the Company believes might cause such differences are discussed in the risk factors detailed in the Company 's 10 - KSB for the year ended April 30 , 2004 , its quarterly report on Form 10 - QSB for the nine months ended January 31 , 2005 , and other documents filed with the Securities and Exchange Commission , which include the Company 's historical cash flow difficulties , dependence on significant customers , and rapid development of technology , among other risks . In assessing forward - looking statements contained herein , readers are urged to carefully read all cautionary statements contained in the Company 's filings with the Securities and Exchange Commission . Isonics cautions investors that there are currently no commercial NeutroTest products , and no guarantee there will be . Isonics has made no NeutroTest sales and no government agency or other person has expressed an interest in purchasing NeutroTest . There can be no assurance that Isonics will be able to manufacture the NeutroTest for the market at a cost and with capabilities that meet the needs of prospective customers . This announcement may contain forward - looking statements made by senior management of Isonics that involve risks and uncertainties , such as statements about plans , objectives , expectations , assumptions or future events . These statements involve estimates , assumptions , known and unknown risks , uncertainties and performances , or achievements expressed or implied by the forward - looking statements . Actual future results and trends may differ materially from those made in - or suggested by - statements made in this announcement due to a variety of factors . Consequently , you should not place undue reliance on any forward - looking statements made in this announcement . For more information about Isonics and risks arising from investing in Isonics , you are directed to the Company 's most recent Form 10 - KSB filed with the Securities and Exchange Commission . Contact : Isonics Corporation Boris Rubizhevsky , 303 - 279 - 7900 or Investor Relations : Trilogy Capital Partners , Inc . Paul Karon , 800 - 592 - 6067 paul@trilogy-capital.com