Dickie Walker Marine Provides Updates on Nasdaq Listing and Proposed Intelligent Energy Transaction
August 16 2005 - 8:30PM
PR Newswire (US)
OCEANSIDE, Calif., Aug. 16 /PRNewswire-FirstCall/ -- Dickie Walker
Marine, Inc. (NASDAQ:DWMAC) today provided an update on its Nasdaq
listing and the proposed acquisition agreement between Dickie
Walker and Intelligent Energy Holdings, Plc. As previously
disclosed in an August 1, 2005 press release and in the Form 8-K
Current Report filed with the Securities and Exchange Commission
(SEC) on August 3, 2005, Dickie Walker Marine reported that it had
been granted an exception from the minimum $2,500,000 shareholders'
equity requirement, subject to Dickie Walker meeting certain
conditions as of August 15, 2005 and September 30, 2005. Having
considered various business and compliance factors relating to this
matter, including the potential to raise sufficient funds by August
15, 2005 and close the previously announced proposed transaction
with Intelligent Energy Holdings Plc by September 30, 2005, Dickie
Walker determined that it would not be able to meet the conditions
imposed at the August 15, 2005 deadline, and subsequently notified
the Nasdaq Staff of its inability to do so. Consequently, Dickie
Walker's securities will be delisted from The Nasdaq SmallCap
Market effective August 17, 2005. Dickie Walker anticipates that
its securities will then trade on the Over the Counter Bulletin
Board (OTCBB). Intelligent Energy has informed Dickie Walker that
the level of acceptance required from Intelligent Energy
shareholders to approve the transaction between Intelligent Energy
and Dickie Walker Marine may not be achieved. As a result, the
companies are currently discussing a mutual release from the
acquisition agreement dated February 3, 2005. Concurrently, Dickie
Walker has begun exploring opportunities for the Dickie Walker
brand going forward, and is reviewing plans to re-launch the brand
with a direct marketing approach that emphasizes the Dickie Walker
website, mail order catalogs, and possibly associate stores. In
order to re-launch the brand, Dickie Walker is also reviewing its
need to raise additional capital and the potential, if any of doing
so. If Dickie Walker is unable to raise additional capital or
rejuvenate its business, it may need to liquidate or declare
bankruptcy. About Intelligent Energy Holdings Plc Intelligent
Energy is an energy solutions group with a proprietary suite of new
energy technologies, and is focused on commercializing energy
services in hydrogen generation, fuel storage and power generation
using proton exchange membrane (PEM) fuel cell technology.
Intelligent Energy's products and technologies provide solutions
for global applications in the motive, distributed energy, defense
and portable markets. Additional information about Intelligent
Energy can be found at http://www.intelligent-energy.com/. About
Dickie Walker Marine, Inc. Dickie Walker Marine, Inc. designs,
sources and has manufactured, markets and distributes authentic
lines of nautically-inspired apparel, gifts and decorative items.
The Dickie Walker brand is a lifestyle brand of nautically inspired
apparel and accessories for the home, office and boat, which are
distributed through specialty retailers, yacht clubs, resorts,
higher-end sporting goods stores, marinas, coastal stores, catalogs
and a branded website. Additional information about Dickie Walker
Marine can be found at http://www.dickiewalker.com/.
Forward-Looking Statements This release contains statements that
are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
regarding Dickie Walker's or Intelligent Energy's or their
respective management's intentions, hopes, beliefs, expectations,
representations, projections, plans or predictions of the future.
These statements are based on current estimates and projections
about the companies' respective businesses, which are derived in
part on assumptions of management, and are not guarantees of future
performance, as such performance is difficult to predict. Such
statements include statements regarding the ability of Dickie
Walker to become listed on the Over the Counter Bulletin Board, to
re-launch the Dickie Walker brand, and to raise additional capital
for that purpose. It is important to note that actual results could
differ materially from those in any such forward-looking
statements. Factors that could cause actual results to differ
materially include risks related to uncertainties in the timing of
the regulatory processes upon which the transaction is contingent,
failure to adequately address or reconcile all U.S. and U.K.
regulatory requirements, and the availability and dilutive effects
of additional financing. Readers of this release are also referred
to Dickie Walker's previous public filings, available at
http://www.sec.gov/ or upon request from Dickie Walker. Dickie
Walker does not intend to update any of these forward-looking
statements after the date of this release. Where to Find Additional
Information The registration statement on Form S-4 filed by Dickie
Walker Marine in connection with the transaction is available at
the website of the U.S. Securities and Exchange Commission (the
"SEC") at http://www.sec.gov/. DICKIE WALKER AND INTELLIGENT ENERGY
SECURITYHOLDERS AND INVESTORS ARE URGED TO READ THE REGISTRATION
STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS CAREFULLY. THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/ PROSPECTUS CONTAIN
IMPORTANT INFORMATION ABOUT DICKIE WALKER, INTELLIGENT ENERGY, THE
TRANSACTION AND RELATED MATTERS. Dickie Walker filed a Form S-4
registration statement with the U.S. Securities and Exchange
Commission on May 10, 2005, containing the preliminary proxy
statement/prospectus for the proposed acquisition of Intelligent
Energy Holdings Plc. In addition to the registration statement and
the proxy statement/prospectus, Dickie Walker files annual,
quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports,
statements or other information filed by Dickie Walker at the SEC
public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Investors and
securityholders are able to obtain free copies of these documents
through the SEC's website at http://www.sec.gov/. Free copies of
the proxy statement/prospectus and related documents may also be
obtained from Dickie Walker by mailing a request to Dickie Walker
Marine, Inc., 1405 South Coast Highway, Oceanside, California
92054, attention: Todd Schmidt, telephone: (760) 450-0360. Dickie
Walker's filings with the SEC are also available to the public on
the Dickie Walker website at http://www.dickiewalker.com/ or from
commercial document retrieval services. Not an Offer; Limited
Jurisdiction Dickie Walker may not distribute the proxy
statement/prospectus to its stockholders and Intelligent Energy
Holdings' securityholders or complete the offer described above
until the registration statement filed with the SEC is declared
effective. This press release is not an offer to sell the
securities described herein and it is not soliciting an offer to
buy these securities in any jurisdiction where the offer or sale is
not permitted. If an offer is made, the offer will not be made to
any shareholders in Canada, Australia and Japan, nor should offer
materials be forwarded or transmitted in or into Canada, Australia
or Japan. DATASOURCE: Dickie Walker Marine, Inc. CONTACT: Gerald W.
Montiel, Chairman and CEO, or Todd Schmidt, CFO, both of Dickie
Walker Marine, Inc., +1-760-450-0360 Web site:
http://www.dickiewalker.com/ http://www.intelligent-energy.com/
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