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For Immediate ReleasePRESS CONTACTS: COMPANY CONTACT:S&S Public Relations Steven B. Solomon 847/955-0700 CEO CT Holdings Tony Keller, ext. 224 214/520-9292, ext. 306 tony@sspr.com ssolomon@citadel.com Patricia Handschiegel, ext. 231
CT Holdings Announces Letter of Intent to Acquire Emerging Developer
of Chemical and Biological Products
Acquisition
of American Natural Technology Sciences Includes Revolutionary Sting and
Bite Treatment that Removes Toxins and Venoms DALLAS,
TEXAS, January 30, 2002 – CT Holdings, Inc. (OTCBB: CITN) today
announced that it has entered into a letter of intent to acquire 100% of
the shares of American Natural Technology Sciences (ANTS) for a
combination of stock and a future interest in royalties.
ANTS is a company engaged in the research and development of
products in the agricultural and biological industries, including products
that treat fire ant stings and control fire ant mounds. Further details on
the transaction are expected to be released at a later date. ANTS
has completed development of four new products, including MitigatorÔ Sting Treatment, MitigatorÔ Fire Ant Bait, MitigatorÔ Fire Ant Mound Treatment, and MitigatorÔ Barrier Treatment, and is developing
MitigatorÔ
Vermafuge. ANTS has filed a
patent application for the Sting Treatment and a patent application and
EPA registration for the Fire Ant Mound Treatment. "We
are extremely excited about the opportunity to acquire ANTS, a company
pioneering new tools using its proprietary products to address a problem
that affects much of the United States," said CT Holdings’ CEO
Steven B. Solomon. "We
feel that this
is another example of our ability to acquire promising technologies and
then pursue a strategy of unlocking value for shareholders.
We are also currently in negotiations regarding a related
third-party acquisition. We
expect to announce more details about this proposed transaction in the
coming weeks.
This company develops and manufactures high level non-corrosive and
environmentally acceptable disinfectant products that can be used in
industry and that management believes has potential against biological
terrorist agents.” Patrick Kennedy, President of ANTS, stated,
"ANTS is very excited about the partnership with CT Holdings. By
combining our existing technology and products with CT Holdings’
management and resources, we will be able to significantly reduce
development time and accelerate our ability to generate revenues." CT
and ANTS expect to close this transaction within the next 45 days.
The acquisition is subject to, among other things, the negotiation
and execution of a definitive acquisition agreement, due diligence, and
other customary closing conditions. Upon
completion of the transaction, ANTS would become a wholly owned operating
subsidiary of CT Holdings.
CT Holdings recently announced it is in the process of spinning off
its Citadel Security Software business to its shareholders and have filed
a registration statement with the SEC related to the spin-off. ANTS was founded by John Kennedy and Patrick Kennedy,
who are the Senior Scientist and President, respectively, of ANTS. Mr. John Kennedy has been involved in the pesticide industry since 1962, working at the USDA for more than 18 years. He served on the armed forces pest control board, which recommended pesticide and application methods used across the United States and around the world. Since leaving the USDA, he has provided consulting services and scientific advice to the agrochemical industry, governments, international agencies and environmental organizations dealing with regulatory issues, with the primary focus to obtain clearances from the U.S. Environmental Protection Agency. He has represented over 90 companies and organizations in nineteen countries, including the Animal Plant Health Inspection Service, the National Agricultural Chemical Association, the American Crop Protection Association, and the U.S. Forest Service. Mr. Patrick Kennedy has been involved for more than 30 years in senior executive management and marketing positions in a variety of industries, including energy, commodity trading and the commercial water purification businesses. As a founder of ANTS, Mr. Kennedy has served as President and CEO and has been working on the development of the ANTS technology and products for approximately four years.
Annual gross sales figures for the pesticide industry exceeded $30 billion in 2000. As public education and access to information develops, increased demands are being made for land that is pest-free and harmful pesticide free. Recently, the industry has begun to evolve from focusing on chemically invasive products to environmentally acceptable ones. ANTS is positioned to participate in that evolutionary process. The EPA has withdrawn
registration approval of a number of synthetic pesticides due to a
potential for cancer in humans. The environmental impact from, off target,
synthetic pesticides has come under increased scrutiny by State and
Federal agencies. Dursban (chlorpyrifos) and Diazinon have recently been
canceled and all other similar chemical products are being questioned by
the EPA. These registration withdrawals could mean that 80 million pounds
of pesticides, now marketed, must be replaced by environmentally
acceptable products - such as ANTS’ products. Additional concerns include the
mortality of non-target species and of the long term, off site
environmental impact ramifications. The toxic side effects to beneficial
insects, wildlife, and the possibility of ground water contamination limit
the suitability of any number of currently registered RIFA pesticides.
This recall or restriction has created a substantial gap in the supply of
acceptable product, providing an opportunity that ANTS seeks to capitalize
on. ANTS has successfully researched,
tested, and formulated environmentally friendly, patent pending products
that are unique in their efficacy and mode of action. ANTS continues to
discover proprietary commercial products and has discovered several
additional patentable prospects aimed at controlling fire ants and other
insect pests. MitigatorÔ
Sting & Bite Treatment
Mitigator
Sting & Bite Treatment is formulated and packaged for distribution.
ANTS is pioneering this product as ANTS has entered an untapped sting and
bite toxin or venom removal market, versus the traditional sting and bite
“cover up” competitor products that simply anesthetize the skin. ANTS
has developed a unique (patent pending) preparation containing an
exfoliating agent and have included elements effectively designed to
abrade the sting area, open the pores, draw the poison out, and neutralize
it.
In most cases, the sting focus returns to normal within minutes,
without itching, red wheals, damage to the skin tissue or continued
irritation of blistering and scarring. Properly
applied, the formula will completely counteract and eliminate the
discomforting effects of most toxins that distress the first few layers of
the epidermis.
To ANTS’ knowledge, no other non-prescription or prescription
treatment will achieve the same results. Mitigator™
Sting
Treatment is a non-allergenic, abrading cream capable of completely
eliminating the painful effects of the stings and bites of many species of
insects.
It may have worldwide implications for the treatment of several
superficial skin piercing insect pests as it represents “new thinking”
in the field.
Tests have shown efficacy and usefulness in the treatment of the
bites and stings from parasites such as ants, mosquitoes, ticks, fleas,
chiggers, and horseflies. Mitigator™
Sting Treatment is expected to be launched in the second quarter of 2002. MitigatorÔ Fire Ant BaitANTS
Mitigator Fire Ant Bait had been in development for the last two years as
the effectiveness of the product is dependent on the acceptance of the
bait by all castes of ants in each fire ant mound. The bait formulas that
are currently being marketed by other companies fell short of
ANTS’expectations in lab and field tests. In canvassing the laboratories
across the country, it became apparent that although the baits in marketed
products were being gathered and taken into the mound, the foragers and
nurse ants were eating them and the queen was not. This did, in most
cases, cause the queen to move due to the mortality of essential workers,
but it did not provide a complete or satisfactory answer as far as ANTS’
new product development was concerned. ANTS has developed a more
efficacious bait. The
market place for baits only, without active ingredients, is vast and very
lucrative as many large chemical companies are scrambling to replace the
loss of registration from previously accepted insecticides.. ANTS is now
in the process of patenting this product.
MitigatorÔ Mound TreatmentANTS
has completed development on its MitigatorÔ Mound Treatment. It has a new
bait, active ingredients that will eliminate the entire mound, it is
granulated for general broadcast. ANTS’
plan for the Mitigator Mound Treatment includes the following: 1.
To demonstrate the effectiveness, acceptability and general
broadcast capabilities of the bait. 2.
To interview and clear the requirements by large distribution
centers such as Wal-Mart, K-Mart, ACE and with the experienced product
development and distribution companies in Mexico, Southeast Asia,
Australia, etc. 3.
To initiate an advertising campaign designed to develop product
recognition and retail acceptance for our company market entrance. 4.
To develop an industrial user/direct purchaser base through direct
distributor contact and/or the use of the Internet. 5.
To pre-qualify in areas where there is eminent danger of new
infestations. MitigatorÔ Barrier Treatment
MitigatorÔ Fire Ant Barrier Plus and Mitigator Multipurpose
Insecticide filings are completed and filed with the EPA. ANTS’ market research shows that fire ant infested homeowners are most interested in something that ANTS believes that no company has available at this time. They seek a product that will eliminate the fire ant mounds from their yards and homes and that will stop them from coming back. There is no single product that will accomplish this needed task, but ANTS has developed a low cost solution to the problem with a two step application. First, the Mitigator Mound Treatment is applied to all recognizable infested areas (this starts the mortality inside the mounds). Second,
Mitigator Fire Ant Barrier Plus contains several excellent soil amendments
and is applied within hours of the mounds assimilation of the mound
treatment (usually only hours after it is spread). The Barrier Treatment
is a complete area treatment that has a patentable proprietary formula,
offering longlasting (up to three months after two applications)
protection from new queen starts. Since fire ants mate in the air (up to
seven hundred feet high), they are capable of traveling (with a fifteen
mph wind) as far as twenty miles. This phenomena spreads fire ant queens
to new or previously inhabited areas each time they mate (generally
following any amount of rain) and the frustrated homeowner who had just
treated with any mound treatment, to solve his problem, now has a new
infestation. MitigatorÔ
Vermafuge
Mitigator
Vermafuge is designed to be incorporated into livestock feed and act as a
trap for insects visiting their dung piles. Fire ants are highly attracted
to animal droppings in that they prey on the other insects that visit
them. By adding specially formulated controls with diatomaceous earth into
the animal’s feed, the product will clean the animal’s intestinal
tract of parasites. The resulting dung piles then become natural feeding
stations for pest insect elimination. This product would also have created
a new market niche. Environmentally friendly control agents include DOT
and diatomaceous earth. ANTS intends to pursue field studies and
university and third party validation for the product. About CT
Holdings CT Holdings, Inc develops and markets the Citadel
Security line of desktop and network security software, which it proposes
to spin off to its shareholders, and also acts as a developer of early
stage companies, including Parago and River Logic. CT Holdings' web site
is located at www.ct-holdings.com.
About Citadel
Security Software: Citadel Security Software, Inc. develops and markets
computer security and privacy software and network vulnerability
remediation systems for one of the fastest growing segments today –
security “inside the firewall.” These products enable companies to
enforce security policies from a single point of control across all
Windows and NetWare platforms. Citadel Security Software products secure
confidential information, applications and systems from unauthorized
access, worms, and other security vulnerabilities. The products
specifically enforce policies recently mandated by HIPAA and
Gramm-Leach-Bliley legislation for the health care and financial
industries. Citadel’s clients include IBM Global Services, Merrill
Lynch, the U.S. Navy and several large health care companies. Citadel Security Software is a subsidiary of CT Holdings, Inc. (OTCBB: CITN). For information on purchasing Citadel Security Software products, contact the company at: Citadel Security Software, Inc., 3811 Turtle Creek Blvd., Suite 770, Dallas, Texas 75219; phone: 214/520.9292; fax: 214/520.9293. Safe
Harbor/Forward-looking Statements Except for the
historical information contained herein, this news release contains
forward-looking statements that are subject to risks and uncertainties,
including risks associated with the events required to occur before the
closing of the acquisitions contemplated by the letter of intent, lack of
operating history for the companies proposed to be acquired, and the uncertainty of future profitability of companies to
be acquired or of CT Holdings. There are no guarantees that CT Holdings
will successfully complete the proposed acquisitions or successfully
integrate the companies to be acquired, or that the companies, if
acquired, will ever achieve profitable operations.
There can be no assurance that the patent applications for the
target companies will be
awarded. These and other risks are detailed from time to time in CT
Holdings' SEC reports, including the report on Form 10-KSB for the year
ended December 31, 2000 and its most recent Form 10-QSBs, as well as in
the Registration Statement on Form 10-SB, filed by Citadel Security in
connection with the proposed distribution of its shares to CT Holdings
shareholders. CT Holdings
undertakes no obligation to publicly release the result of any revisions
to these forward-looking statements, which may be made to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events. For further information, contact: Steven
B. Solomon Chairman
and CEO CT
Holdings, Inc. 214-520-9292,
x306 214-520-0034
fax ssolomon@citadel.com
S&S
Public Relations, Inc. 847.955.0700
p Tony
Keller, x224 Patricia Handschiegel, x231 CEOcast,
Inc. Mathew
Henderson 212-732-4300
x225
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