Nasdaq listed AHT Corporation files for Chapter 11 Bankruptcy Protection

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AHT Corporation Files for Chapter 11 Reorganization; AHT Receives Interim Operating Financing From Bioshield

Source: Business Wire

Publication date: 2000-09-22

TARRYTOWN, N.Y.--(BUSINESS WIRE)--Sept. 22, 2000--AHT Corporation (Nasdaq:AHTC) and its subsidiaries, Advanced Health Technologies Corporation, Advanced Health Management Corporation and Advanced Health Bukstel and Halfpenny Corporation, filed for Chapter 11 protection today in connection with which Bioshield Technologies, Inc. (Nasdaq:BSTI) entered into an agreement to provide interim financing to fund AHT's operations and to purchase the assets of AHT for approximately $15 million in cash and stock.

BioShield has already provided $1.5 million to AHT for interim financing. The filing was made in the United States Bankruptcy Court for the Southern District of New York, White Plains Division. During the Chapter 11 case and sale process, AHT expects to be fully operational, including providing full customer service and customer project implementations and conducting sales activities. In addition, no employee lay-offs are planned during this period.

BioShield's offer to purchase the assets of AHT is subject to better and higher offers that will be publicly solicited through the bankruptcy process. If BioShield is successful in purchasing the assets of AHT, it is expected that these assets will be merged with BioShield's eMD.com Internet healthcare subsidiary, and AHT's lawsuit against BioShield (filed September 7, 2000) for breach of the original Merger Agreement with AHT (announced July 3, 2000) will be settled and dismissed. The Company will request that the Bankruptcy Court approve the sale transaction within 60 days. After a careful assessment of the Company's current circumstances, AHT's Board of Directors believes commencing a Chapter 11 case is the best course of action, when compared to available alternatives, for its shareholders, creditors, and customers. The Debtor-in-Possession bankruptcy process preserves the assets of AHT during an orderly sales process that is designed to maximize the value of AHT's assets and to minimize disruption to its customers and employees. Under BioShield's planned purchase of the Company's assets, AHT shareholders are expected to receive a combination of BioShield equity and cash equal to approximately $.10 per share for the approximately 11.2 million AHT shares outstanding as of September 21, 2000. It is contemplated that all creditors of the Company will be paid in full. The Company's near-term capital requirements increased significantly following a disruptive and expensive merger process leading to the termination of its original Merger Agreement with BioShield, which negatively impacted sales and anticipated cash flow. Following the termination of the Merger Agreement, AHT had to address its near-term cash requirements. These requirements included capital needed to fund its operations; the pursuit of its lawsuit against BioShield; the $4 million Senior Convertible Note owed to Cybear, Inc. that is secured by AHT's assets; and debts due to other creditors. After evaluating these requirements, as well as the prospects for a very near-term corporate finance transaction or acquisition; the period of time that would be required to complete the litigation against BioShield, the timing and outcome of which would have been uncertain for shareholders and creditors; and the potential that creditors would file an involuntary bankruptcy petition, the threat of such an event and the deleterious effect that would have on the Company's assets, AHT's Board of Directors and management concluded that the voluntary Chapter 11 process presented the best potential outcome for all shareholders and creditors. AHT made this determination after being approached by BioShield to settle the pending lawsuit, which led to the current negotiated agreement. Pending approval by the Court of the proposed sale transaction, a public notice will be made regarding the sale of AHT's assets.

This press release contains forward-looking information regarding AHT Corporation and BioShield Technologies, Inc. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, including statements as to industry trends, future economic performance, anticipated profitability, anticipated revenues and expenses, anticipated transactions, legal actions, legal actions, planned product development, and products or service line growth, may be significantly impacted by certain risks and uncertainties, including, but not limited to, failure of the clinical e-commerce industry to develop at anticipated rates, failure of the company's clinical information technology products and services and planned products to gain significant market acceptance, contracts not materializing, customer delay in installing new systems because of their Y2K-related issues, delays in customer acceptance of AHT software, competition and other economic factors. There can be no guarantee that a court will approve the settlement. These forward-looking statements speak only as of the date hereof, and each company disclaims any intention or obligations to update its forward-looking statements in the future, Additional risks and uncertainties are described in the public filings of AHT Corporation and BioShield Technologies, Inc., respectively, with the United States Securities and Exchange Commission (the "SEC").

Publication date: 2000-09-22 ) 2000, YellowBrix, Inc.

http://cnniw.yellowbrix.com/pages/cnniw/Story.nsp?story_id=14129820&ID=cnniw&scategory=Business+and+Finance%3ABankruptcy

-- Carl Jenkins (Somewherepress@aol.com), September 25, 2000


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