IDX. (VSE)
Attention Business Editors:
Internet Direct and Tucows sign definitive share exchange agreement
VSE SYMBOL: IDX
VANCOUVER, Jan. 13 /CNW/ - The Company is pleased to announce that it has
entered into a Share Exchange Agreement with Canada Internet Direct Inc.
(''CID''), Tucows Interactive Limited (''Tucows'') and its wholly-owned
subsidiary, 3564185 Canada Inc. (''TISP''), among others. Under the Share
Exchange Agreement the Company will acquire all of the outstanding shares of
TISP in exchange for 55% of the outstanding shares of the Company as at the
closing date, after giving effect to the transactions under the Share Exchange
Agreement. The outstanding options and warrants to acquire shares of TISP will
become options and warrants to acquire shares of the Company. As a result, the
directors, officers and employees of TISP will hold 55% of the outstanding
options and warrants of the Company immediately after closing.
Prior to completion of the Share Exchange Agreement, Tucows will transfer
to TISP its Internet Direct business. Immediately after IDX acquires the
shares of TISP it will amalgamate with CID, TISP and a company affiliated with
TISP. Completion is expected to occur on or before January 29, 1999.
The Company has agreed to become a reporting issuer in Ontario and, to
that end, use its best efforts to file and obtain a receipt for a (final)
non-offering prospectus from the Ontario Securities Commission by June 30,
1999.
In connection with the Share Exchange Agreement, Michael Cytrynbaum,
Lance Tracey and Scott Shaw will enter into a Voting Agreement with Tucows and
John Nemanic, William Campbell and Colin Campbell, the principal shareholders
and senior management of Tucows. The parties to the Voting Agreement will vote
the shares of the Company held by them and certain related parties such that
the board is comprised of the nominees of each of them (other than Tucows). In
addition, they will elect a nominee to be agreed upon by Mr. Cytrynbaum, on
the one hand, and John Nemanic, William Campbell and Colin Campbell, on the
other hand.
Under the Voting Agreement, the parties have also agreed to appoint Mr.
Nemanic as the Chief Executive Officer and President, William Campbell as Vice
President, Technology, Colin Campbell as Vice President, Marketing and
Operations, Mr. Cytrynbaum as Chairman of the Board and Mr. Tracey as Chief
Integration Officer. The Voting Agreement will expire on the earlier of July
1, 2000 and completion of a public offering of equity securities resulting in
gross proceeds of not less than Cdn.$10,000,000.
Completion of the Share Exchange Agreement is subject to the approval of
the Vancouver Stock Exchange.
ID INTERNET DIRECT LTD.
(Signed)
LANCE TRACEY, DIRECTOR
-30-
For further information: Gordie Campbell, Investor Relations, by
telephone at (604) 641-2740, 1-888-439-2897 if calling from outside the Lo
Mainland, or by email to netgains@direct.ca
I.D. INTERNET DIRECT LTD. has 8 releases in this database. |
