MARKETSHARE RECOVERY AND BIOMETRX TECHNOLOGIES, INC.
SIGN DEFINITIVE MERGER AGREEMENT.
Melville, N.Y., May 2, 2005 - MarketShare Recovery, Inc., (OTC BB:MKSH.OB) and
bioMETRX Technologies, Inc. ("bioMETRX") of Jericho, New York, have signed a
definitive agreement to combine in a merger transaction. Organized in 2001,
bioMETRX is currently privately held biometrics-based development company of
consumer home security products. Following completion of the merger, expected to
close in the second quarter of 2005, and subject to compliance with applicable
SEC rules, MarketShare plans to change its name to bioMETRX, Inc. and will be
headquartered in Jericho, NY. When the corporate name change occurs, the company
will ask the OTCBB to change its trading symbol. Pending such change,
MarketShare will continue to trade under the symbol "MKSH."
The MarketShare/bioMETRX agreement, which was unanimously approved by both
companies' Boards of Directors, is subject to the approval of bioMETRX'
shareholders and other closing conditions. Pursuant to the terms of the
agreement, a subsidiary of MarketShare will be merged with bioMETRX in a
stock-for-stock transaction in which MarketShare will issue shares of
MarketShare common stock to holders of bioMETRX shares, based on an exchange
ratio that will result, upon completion of the proposed transaction, in bioMETRX
shareholders owning approximately 90% on a fully diluted basis. Current
MarketShare shareholders will own approximately 10%, of the merged company's
fully diluted common stock. All outstanding options to purchase bioMETRX common
stock will be replaced with options to purchase MarketShare common stock.
About bioMETRX Technologies, Inc.
Founded in 2001, bioMETRX Technologies, Inc. is focused on developing a line of
home security products under the trade name smartTOUCH(TM) which includes
biometrically enabled thermostats, garage/gate openers, central station keypads
and residential door locks.
Safe Harbor Statement
Forward-looking statements in this release with respect to MarketShare's and
bioMERTX' business, financial condition and results of operations, as well as
matters of timing and the prospective terms of the transaction described are
subject to risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements, including,
but not limited to, certain delays beyond MarketShare's or bioMETRX' control
with respect to market acceptance of their technology and/or products, whether
financing will be available, the effect of the application of acquisition
accounting policies as well as certain other risk factors which are and may be
detailed from time to time in MarketShare's filings with the Securities and
Exchange Commission.
CONTACT: MarketShare Recovery, Inc.
Xxxxxxx Xxxxxx - (000) 000-0000
bioMETRX Technologies, Inc.
Xxxx X. Xxxxxx - (000) 000-0000
