AquaCell to spin off water subsidiary to stockholders

AquaCell has formed a new subsidiary, Aquacell Water Inc., that it will be spinning off to the holders of common stock of AquaCell Technologies to operate as a holding company to acquire companies in the water industry. The first acquisition is to be Water Science Technologies Inc., currently a wholly owned subsidiary of AquaCell Technologies...


RANCHO CUCAMONGA, CA, Dec. 8, 2004 (BUSINESS WIRE) -- AquaCell has formed a new subsidiary, Aquacell Water Inc., that it will be spinning off to the holders of common stock of AquaCell Technologies to operate as a holding company to acquire companies in the water industry. The first acquisition is to be Water Science Technologies Inc., currently a wholly owned subsidiary of AquaCell Technologies.

AquaCell Technologies' stockholders as of the record date of Jan. 3 will receive one share of common stock in Aquacell Water for every share of common stock held in AquaCell Technologies. The stock in Aquacell Water will be issued Feb. 2.

James C. Witham, AquaCell's CEO said: "Many stockholders have asked me recently, 'How can we as stockholders benefit from the increased focus and growing demand in the water industry while continuing to benefit from the growth of our water cooler advertising program?' The answer is simple. We are going to spin off our Aquacell Water subsidiary, that will acquire WST as its initial acquisition of water purification companies, which will benefit all of us as stockholders."

Witham continued: "Most of our stockholders don't realize WST, a company we have owned for over two and a half years, manufactures large water treatment systems, capable of treating from 10 gallons of water per day to millions of gallons of water per day. Nearly every product manufactured requires some level of water treatment or purification. WST provides turnkey solutions - from initial water analysis to design, production, installation and service of systems and has installed systems around the world for large corporations and governments to address a myriad of needs, including desalination plants, high purity water systems for the micro-chip industry, purification systems for water bottling plants and restaurants, spot free rinse systems for car washes and many other applications. The company will continue to build customized systems; however, it intends to focus on four primary targets, whereby specific product lines can be produced. These target markets include bottling plants and water stores, food service, car washes and emergency water systems."

Witham concluded: "In articles of General Electric's recent acquisition of Ionics, it was reported that GE estimates that the global water services market is about $360 billion. It is our intention to file a registration statement for Aquacell Water Inc. in 2005, to become a publicly trading company."

AquaCell, based in Rancho Cucamonga, through its Aquacell Media Inc. operating subsidiary, installs its patented self-filling Aquacell 1000 Bottled Water Cooler Systems free of charge into various locations, including retail establishments. Aquacell Media retains ownership of the coolers, and revenue is generated through the sale of targeted advertising on the band of the cooler's permanently attached five-gallon bottle of products and/or services pertinent to the location, similar to the concept of billboard advertising.

The company also manufactures products for water filtration and purification through its two operating subsidiaries, Water Science Technologies Inc. and Global Water-Aquacell Inc. Its products address various water treatment applications for industrial, commercial, institutional and residential applications. These applications range from providing purified drinking water - through its point-of-use patented self-filling water cooler and production of water bottling plant equipment - to processing water for ultra-pure purposes, such as micro-chip and pharmaceutical manufacturing.

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