Full Circle Image, Inc. Enters into Share Exchange Agreement with Smart Cartridge Limited
ROCHESTER,
Minn.—May 2006–Full Circle Image, Inc., a franchisor and
remanufacturer of printer ribbons, laser toner and ink jet cartridges,
today announced that it has entered into a share exchange agreement
with Smart Cartridge Limited and its shareholders. As a result of the
transaction, Smart Cartridge, a company based in Edinburgh Scotland,
will become a wholly owned subsidiary of Full Circle, and the
shareholders of Smart Cartridge will acquire approximately 65% of Full
Circle’s common stock. Full Circle will continue the combined
operations of the businesses under the name “Smart Cartridge, Inc.”The
transaction, which is subject to customary closing conditions, is
expected to close during the third quarter of 2006, and is also
contingent upon Full Circle entering into certain financing
arrangements with a third party capital provider and the approval of
certain matters by the current shareholders of Full Circle.
Full
Circle Image is an International Franchise Company that deals in the
remanufacturing and distribution of new and remanufactured Laser Toner
Cartridges, Ink Jet Cartridges, Computer Printer Ribbons, and other
types of consumable printing or imaging products. It currently has
sales and remanufacturing facilities in Rochester and Grand Rapids,
Minnesota, and a sales office in Lakeville, Minnesota. In addition to
its Franchisee owned sales operations in the United States it also has
minority ownership positions in the Full Circle Image Franchisee owned
remanufacturing plants in Jeddah, Saudi Arabia and Panama City, Panama.
The company trades under the symbol FCLE and can be found at http://www.pinksheets.com
Smart
Cartridge Limited was conceived in the late 1990’s to enter the rapidly
growing ink cartridge franchising business in the United Kingdom. The
company was organized in 2001 to specialize in (i) the refilling and
remanufacturing of ink jet, laser, copier and fax cartridges; (ii) the
provision of related office supplies; and (iii) the development of a
franchising system under the name “Smart Cartridge.” Since opening the
first Smart Cartridge Limited store in 2001, the company has franchised
47 Smart Cartridge Limited stores in Scotland, England, Ireland, Spain,
Portugal and the Dominican Republic.