Press Release
newAX, inc Announces Offer to Purchase Its Outstanding Stock
CHICAGO, Sept. 20, 2005 -- newAX, inc (Pink Sheets: ASXI),
formerly named Astrex, Inc., today announced that it will
shortly be mailing to its shareholders its offer to purchase
("Offer") from its stockholders up to all of its issued and
outstanding shares of capital stock, which consists of
6,217,917 shares of Common Stock and 1,594,211 shares of
Series B Preferred Stock. The Offer is voluntary on the part
of shareholders and is not conditioned on a minimum number
of shares being tendered. The Offer will expire at 5 p.m.,
New York City time on October 21, 2005, unless extended and
except as otherwise provided in the Offer To Purchase.
In the Offer, stockholders will have the opportunity to sell
to newAX, inc as many shares as wished either for $.55 cash
or, if they qualify, a $.70 twenty year, subordinated note,
interest payable at the option of the Company in cash or "in
kind". To qualify for the promissory note alternative, a
stockholder will be required to tender a minimum of 50,000
shares, otherwise, the stockholder will be limited to
tendering for the $.55 per share cash alternative.
The officers and directors of newAX presently contemplate
tendering approximately 2.1 million shares. Following those
contemplated tenders those officers and directors will
continue to hold a majority of outstanding shareholder
votes.
The Offer will be subject to a number of other terms and
conditions (including but not limited to newAX's right to
amend, terminate or extend the Offer), and either
participating in the Offer or continuing to hold newAX stock
will involve a variety of risks, as specified in the Offer
To Purchase.
MacKenzie Partners, Inc. will serve as the Offer's
Information Agent and American Stock Transfer and Trust
Company will serve as the depositary. Following mailing to
Shareholders, copies of the Offer to Purchase and ancillary
documents may be obtained from MacKenzie Partners, Inc at
212-929-5500 or 800-322-2885.
This press release is for informational purposes only and is
neither an offer to purchase nor an offer to sell shares of
newAX capital stock. The solicitation and the offers to buy
capital stock of newAX will only be made pursuant to the
Offer To Purchase and related materials. Stockholders should
carefully read the Offer To Purchase, the related letter of
transmittal and other materials before making any decision
with respect to the Offer because they contain important
information, including the various terms and conditions of
the offer. The Offer To Purchase, the related letter of
transmittal and other related documents are expected to be
mailed shortly to all holders of Common or Preferred Stock,
at no expense to them.
About newAX
newAX, formerly known as Astrex, Inc., sold its operating
business and substantially all of its assets for cash and
other assets to RAD Electronics, Inc., a privately held
Delaware corporation on June 30, 2005. Following completion
of the Offer, newAX plans to undertake a search to acquire a
new, as of now undetermined, operating business.
Forward-Looking Statements
This announcement contains forward looking statements that
involve risks and uncertainties, including statements with
regard to the Offer. Because such statements inherently
involve risks and uncertainties, actual future results may
differ materially from those expressed or implied by such
forward looking statements. Factors that could cause or
contribute to such differences include, but are not limited
to, market or other economic changes, other uncertainties
and matters beyond the control of newAX's management and
other risks detailed in the Company's Annual Report for the
year ended March 31, 2004 and in the Company's Quarterly
Reports for the quarters ended June 30, 2004, September 30,
2004 and December 31, 2004.
Contact person:
John C. Loring
(773) 935 0710
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