Reverse merger takes GVI Security public

The company, which sells products as Samsung CCTV, plans to build its product portfolio
Thursday, April 1, 2004

CARROLLTON, Texas - Public shell company Thinking Tools has bought GVI Security in a transaction that brings the surveillance company to the public market for the first time.

The cost of the reverse merger, as it’s called, was not released, but shareholders of GVI Security received stock as part of the transaction and now own 95 percent equity in Thinking Tools. Shareholders of GVI Security included members of management, investment funds and private individuals.

According to Nazzareno Paciotti, chief executive officer and chief financial officer of Thinking Tools, the transaction is the first step in the company’s plan to bring additional security products to market and to become an integrated security solutions provider.

“What we want to do is own the products and technology that we go forward with,” said Paciotti. “So when we talk about badging companies, access control companies and portal companies, we look to buy them.”

GVI Security, which does business as Samsung CCTV, was started four years ago by Thomas Wade. The company is a master distributor for products manufactured by Samsung Electronics, such as cameras and recorders, and also offers card access systems. It reported generating $56 million in revenue in 2003, up from $37 million in 2002.

However the company is not related to Samsung Opto-Electronics America, a Secau-cus, N.J.-based company that is a wholly owned subsidiary of Samsung Techwin and has been doing business in the United States since 1996. That company operates under the name of Samsung Camera.

While the deal marks Thinking Tools entrance into the security market , Paciotti is anything but a stranger to this market. He is a former chief executive officer of Kroll and was part of management when the company went public. He later became chief operating officer of Pinkerton Consutling and Investigation.

As part of the transaction, Wade is now president and chief operating officer of Thinking Tools and has joined its board of directors. He continues to oversee operations at GVI Security, which plans to change its name to GVI Security Solutions. The name change has been approved by the company’s board of directors, but remains subject to shareholder approval