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TOPIC: CTSC - Cellular Technical Services Co Inc

CTSC - Cellular Technical Services Co Inc 11 years 8 months ago #1211

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[Frost brings another life sciences company to Miami]
South Florida Business Journal - 5:01 PM EDT Wednesday, July 25, 2007 by Brian Bandell

Once again, billionaire entrepreneur Dr. Philip Frost is bringing a life science company to Miami by facilitating a deal between a public shell company and a private business.

New York-based public company Cellular Technical Services Co., which Frost and his investment trust have had a 31.3 percent stake in since 2005, entered into an agreement to acquire privately held SafeStitch for about 11.3 million in newly issued shares of stock.

The members of SafeStitch will receive about 70 percent of the outstanding shares of Cellular Technical.

Frost and Dr. Jane Hsaio are both directors of Cellular Technical and members of SafeStitch. Hsaio was an executive at Ivax Corp. when Frost was chief executive officer of that company.

His Frost Group will provide Cellular Technical with a line of credit of up to $4 million in exchange for warrants to acquire 805,521 shares.

Once the transaction closes, projected to be by the end of the year, Hsaio and Richard C. Pfenniger will resign as directors of Cellular Technical.

The company will be renamed SafeStitch Medical Devices and is expected to be based in Miami, with a research and development center in Omaha, Neb.

SafeStich is an early-stage company specializing endoscopic and minimally invasive surgery for gastroesophagel reflux disorder and excision of Barrett's esophagus. The company is also developing techniques for hernia repair and natural orifice transesophageal surgery.

Frost completed a similar public/private transaction in April when he brought ophthalmology drug development company Opko to Miami and became its CEO.

Frost is also a major investor in Ladenburg Thalmann (NYSE: LTS), Capitalink LC, and Continucare Corp. (AMEX: CNU), all in Miami, and Plantation-based Dreams (AMEX: DRJ). He controls a major stake in shell company Getting Ready Corp. (OTCBB: GTRY), which plans to effect a merger or business combination with an operating company.

Cellular Technical (OTCBB: CTSC) shares closed up $1.20 to $2.82. The 52-week high was $2.55 on July 28, 2006. The 52-week low was $1.20 on Dec. 27.

southflorida.bizjournals.com/southflorid...7/07/23/daily30.html
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CTSC - Cellular Technical Services Co Inc 11 years 8 months ago #1210

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[CTSC reverse merger, up 75%]
Cellular Technical Services Company, Inc. Announces Agreement
to Combine with SafeStitch LLC

NEW YORK--(BUSINESS WIRE)--July 25, 2007 Cellular Technical Services Company, Inc. ("CTS") (OTC BB: CTSC) announced today that it has entered into a Share Transfer, Exchange and Contribution Agreement (the "Agreement") with SafeStitch LLC and its members whereby SafeStitch members will transfer all of their membership interests to CTS in consideration for an aggregate of 11,256,369 newly issued shares of common stock of CTS. As a result of the transaction, the members of SafeStitch will receive approximately 70% of the issued and outstanding shares of CTS. Dr. Jane Hsaio and Dr. Philip Frost, each a director of CTS, are also members of SafeStitch LLC.

As part of and after the closing of the transaction, the Frost Group, an entity controlled by Dr. Philip Frost, has agreed to provide a line of credit to CTS of up to $4,000,000 and will receive warrants to acquire 805,521 shares of the common stock of CTS, equal to 5% of CTS shares on a fully diluted basis after giving effect to the Agreement.

A fairness opinion was rendered prior to approval of the Agreement by CRA International, Inc., an independent New York Stock Exchange business valuation firm retained by CTS and its independent directors.

Upon the closing of the transactions contemplated by the Agreement, all current CTS directors except Dr. Hsaio and Richard C. Pfenniger will resign and new directors will be appointed and CTS will be re-named SafeStitch Medical Devices. It is expected that CTS will be headquartered in Miami, Florida, with a research and development center in Omaha, Nebraska. Subject to the conditions in the Agreement being satisfied, the transaction is expected to close by the end of 2007.

About CTS and SafeStitch

CTS has no current business. As such, the Company's principal business purpose at this time is to locate and consummate a merger or acquisition with a private entity. Previously it was engaged in marketing and distributing prepaid long-distance phone-card products, prepaid wireless phones and phone-cards.

SafeStitch LLC is a privately owned early-stage endoscopic and minimally invasive surgery medical device company with a product portfolio that includes a device for endoscopic bariatric surgery and endoscopic repair of gastroesophageal reflux disorder (GERD), as well as an endoscopic device for excision of Barrett's esophagus. SafeStitch is also seeking to develop new techniques for hernia repair and natural orifice transesophageal surgery as well as planning to market novel standard bite block devices and the first Smart (Safety) Dilator for esophageal strictures.

This press release contains "forward-looking statements," as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), regarding product development efforts and other non-historical facts about our expectations, beliefs or intentions regarding our business, technologies and products, financial condition, strategies or prospects. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described in our filings with the Securities and Exchange Commission ("SEC"), which are available at the SEC's website www.sec.gov , as well as risks inherent in funding, developing and obtaining regulatory approvals of new, commercially-viable and competitive products and treatments. In addition, forward-looking statements may also be adversely affected by general market factors, competitive product development, product availability, federal and state regulations and legislation, the regulatory process for new products and indications, manufacturing issues that may arise, patent positions and litigation, among other factors. We do not undertake any obligation to update forward-looking statements and revise statements contained in these materials based on new information or otherwise.

CONTACT: Cellular Technical Services Company, Inc. Steve Katz, Chairman and CEO 516-887-0700

www.bloomberg.com/apps/news?pid=conewsst...:US&sid=auRxxE4G2epY
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CTSC - Cellular Technical Services Co Inc 12 years 3 weeks ago #1172

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[Re: CTSC - Cellular Technical Services Co Inc]
Dr. Frost's other shell, EXEG, announced a R/M this morning and the stocks up 27% on 500,000 shares traded.

His other shell, GTRY, is up 61% on 202,000 shares traded.

CTSC is up 6% on 2,150 shares traded.

I wonder if investors will catch on that CTSC is also a Dr. Frost shell.
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CTSC - Cellular Technical Services Co Inc 12 years 4 weeks ago #1168

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[Re: CTSC - Cellular Technical Services Co Inc]
I do not recommend anything on this website.

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CTSC - Cellular Technical Services Co Inc 12 years 1 month ago #1167

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[Re: CTSC - Cellular Technical Services Co Inc]
Wich one Of these WOuld You recammond Buying ?
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CTSC - Cellular Technical Services Co Inc 12 years 1 month ago #1166

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[CTSC - Cellular Technical Services Co Inc]
Dr. Phillip Frost shell. $1.60 x $1.75

Two of his other shells have been very active lately.

EXEG, market value about $104,000,000
GTRY, market value about $44,000,000
CTSC, market value about $8,000,000

I'm not sure on the total number of shares outstanding on GTRY since it has not been released. I calculated the number based on the 51% he recently purchased.

I OWN SHARES IN CTSC PURCHASED ON THE OPEN MARKET.
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