FOR IMMEDIATE RELEASE
New Rochelle, NY, December 3, 2001 -- OCG Technology, Inc. (OTC BB:
OCGT) today announced that it has terminated merger talks with NetImpact
Holdings, Inc., (OTC: NTHD). In lieu of the merger, OCGT has agreed
to NTHD's request for OCGT to provide software implementation and enhancement
services, licenses for use of OCGT software, staffing and training for
personnel in selected countries where needed to supplement NTHD's technology
for a major multi-year international healthcare information management
program. NTHD's program revenue is projected to exceed $50,000,000 annually.
On November 8 the companies announced that they had entered into a
letter of intent for OCGT to acquire NTHD in an exchange of stock. Subsequently,
the companies agreed that the time and effort required by both companies
to prepare for the international healthcare project did not allow sufficient
time to devote to the merger. Therefore, merger talks have been terminated.
"The interests of our shareholders are best served by terminating
the merger talks and continuing and expanding our business relationship
with NetImpact," stated Edward C. Levine, President of OCGT. "The
potential revenues for OCGT from this multi-year program should make
OCGT a very profitable company," added Levine.
OCGT's unique technology, the PrimeCareTM Patient Management System
("PrimeCareTM System"), acquires medical information and data
at the point of origin from the patient, physician, and/or staff and
analyzes that data in real time while creating an extensive database
for outcomes studies.
OCGT and its wholly owned subsidiary, PrimeCare Systems, Inc. ("PSI")
developed, own, maintain, update, expand and market the PrimeCareTM
System and several related Internet sites that use various sections
of the PrimeCareTM System: www.PrimeCareOnTheWeb.com, www.YourOwnDoctor.com
and www.YourOwnHealth.com.
NTHD's technology comprises a suite of healthcare-oriented analytical
modules that can operate independently or as an integrated data warehouse
with comprehensive decision support capabilities. The suite focuses
on patient, provider, outcomes, diagnosis, treatment, and financial data.
Safe Harbor Statement:
The statements that are not historical facts contained in this release
are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934, and OCGT intends that such forward-looking statements be
subject to the safe harbors created thereby. These forward-looking statements
include predictions, estimates and other statements that involve a number
of risks and uncertainties any, or all, of which could cause actual
results to differ materially from any future performance suggested herein.
While this outlook represents OCGT's current judgment on the future
direction of the business, such risks and uncertainties may individually,
or mutually, impact the matters herein described, including but not
limited to product acceptance, economic, competitive, governmental,
results of litigation, technological and/or other factors, which are
outside the control of OCGT as well as those risks and uncertainties
detailed in the Company's Security and Exchange Commission filings.
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