[TECHNOPRISES LOGO] News Release
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Exhibit 99.1
FOR IMMEDIATE RELEASE
TECHNOPRISES LTD. TO ACQUIRE BANK HAPOALIM OWNERSHIP OF
CORESMA'S DEBT FOR A COMBINATION OF EQUITY AND CASH
This Agreement Finalizes the Restructuring of the Former BVR Technology
Activities
Tel Aviv, Israel, May 27, 2004 - Technoprises, Ltd. (OTCBB: TNOLF), a global
provider of end-to-end cross-media integration for "seamless computing",
announced it has signed an agreement with Bank Hapoalim to convert outstanding
debt of approximately $4M in Coresma Ltd., a portfolio company of the former BVR
Technologies, now Technoprises, into a combination of equity and cash.
Pursuant to the Agreement, Technoprises has acquired the debt (including all
fixed charges and floating charges on goodwill, equipment and all assets that
secure the loan) in consideration for a purchase price of $1,900,000, to Bank
Hapoalim payable as follows:
1. $1,300,000, payable in Technoprises ordinary shares.
2. $500,000, payable in Technoprises options.
3. $100,000, payable in cash.
By the end of May 2004 application will be filed with the Tel Aviv district
court to appoint Xxxxxx Xxxxxxxxxxx, attorney, as an official receiver of
Coresma in connection with the receivership procedure. The assets of Coresma
will be sold to the highest bidder. Technoprises will consider to acquire the
assets of Coresma as part of the receivership process.
"We welcome Bank Xxxxxxxx as a shareholder of Technoprises and believe that this
step will create a solid base for future business relations between both
parties" said Xxxx Xxxx, President of Technoprises, Ltd.
ABOUT TECHNOPRISES LTD.
Technoprises Ltd. is a global provider of end-to-end cross-media integration for
"seamless computing." Technoprises was formed through the strategic roll-up of
companies to optimize synergies of their respective businesses. The Company has
seven patent applications - six are pending and one was approved in 2003; it
also has the exclusive license rights to a patent for InfoStyle - a technology
to distribute targeted media to customers based on a profile of up to 28 unique
ways of processing information. Technoprises' subsidiaries are Telematik Cross
Media (TCM), which includes TVgate; Entertainment Application Virtual Reality
(EVR) and Watchow Desktop. For more information visit the Company's Websites,
xxx.xxxxxxxxxxxx.xxx, xxx.xxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxx.xxx.
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SAFE HARBOR
This press release may contain forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on the current expectations of
the management of Technoprises only, and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. The following factors, among
others, could cause actual results to differ materially from those described in
the forward-looking statements: changes in technology and market requirements;
decline in demand for Technoprises' affiliates' products; inability to timely
develop and introduce new technologies, products and applications; loss of
market share and pressure on pricing resulting from competition, which could
cause the actual results or performance of Technoprises to differ materially
from those contemplated in such forward-looking statements. Technoprises Ltd.
undertakes no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. For a more detailed
description of the risk and uncertainties affecting Technoprises, reference is
made to Technoprises' reports filed from time to time with the Securities and
Exchange Commission. This press release is available at xxx.xxxxxxxxxxxx.xxx and
xxx.xxxxxxxxxxx.xxx.
CONTACTS:
Xxxx Xxxx
President, Technoprises, Ltd.
011 972 54 6 207050
xxxx@xxxxxxxxxxxx.xxx
Xxxxx Xxxx, Ph.D., X.X.
President, Technoprises USA
(000) 000-0000
xxxxx.xxxx@xxxxxxxxxxxx.xxx
Xxxxxx Xxxxxx
PortfolioPR
(000) 000-0000
xxxxxxx@xxxxxxxxxxx.xxx
