These shares may only be transferred by the recipients thereof in compliance with relevant United States securities laws. Such shares may, therefore, be subject to certain holding periods or other restrictions which may limit their transferability. The merger agreement also provided for a potential maximum earn out payment of $25 million in Entelos stock if certain financial milestones are achieved during the first year post-closing. In connection with this potential earn out payment, the Company issued 7,935,328 Entelos shares into an escrow account on 6 September 2007. Any escrow shares not issued to former Iconix shareholders as earn out consideration will be returned to the Company and cancelled. The parties to the agreement have 35 business days from 31 August 2008 to complete the calculation for the earn out shares. Earn out shares, if any, will be subject to a six-month lock up from the date of issue.
An application will be made for the 748,176 newly issued Entelos shares to be admitted to AIM on 9 October 2008. Entelos expects to make an announcement in due course of the exact number of shares to be issued related to the potential earn out once that calculation is completed.
Accordingly, as at the date of this announcement, Entelos’ current issued share capital comprises 77,497,215 ordinary shares, of which 7,935,328 are held in escrow as referred to above.
Enquiries
Entelos, Inc. Alan Blazei, Chief Financial Officer Jill Fujisaki, Vice President, Investor Relations Tel: +1-650-572-5400
KBC Peel Hunt, Ltd (Nominated Advisor and Broker) Capel Irwin/David Anderson Tel +44 (0) 20 4718 8900
Buchanan Communications Lisa Baderoon Tel +44 (0) 20 7466 5000 Mary-Jane Johnson
