CECS LOL we liked it most, because it's pronounced SEX. And by gum if the news just didn't pop out.
SEATTLE, and FT. LAUDERDALE, Fla., Sept. 21 /PRNewswire/ -- Choices Entertainment Corporation (OTC Bulletin Board: CECS) today announced entering into a letter of intent to acquire the business of privately held Republic Hotel Investors, Inc. of Seattle, WA and Vancouver B.C. The move marks a change in the direction of Choices' business into the ownership and operation of hotels. Since the sale of its assets in 1997, Choices has not been actively engaged in any trade or business. Republic has been in the hotel business in one way or another since at least 1995.
The binding letter of intent will lead to an agreement which will transfer to Choices all of Republic's assets in exchange for 144,789,382 shares of restricted Choices common stock. Choices has authorized capital stock of 50,000,000 shares. Issuance of all but 2,100,000 shares of restricted Choices common stock is subject however to rather significant "earn out" provisions graduated over three years. The details of the "earn out" provisions are contained in a Form 8-K filed with the Securities and Exchange Commission on September 20, 1999. While Republic has been engaged in the hotel business since at least 1995, Republic does not now own or manage any hotel properties. The board of directors of Choices does not believe that the financial impact of the acquisition on the company will be significant. Republic has no liabilities and its assets consist primarily of intangibles.
In addition to the intangible assets of Republic, Choices will also obtain the services of Lorne Bradley and Tracy M. Shier. Mr. Bradley is Chairman and President of Republic and has been engaged in the hotel business as owner, developer and investor for more than 20 years. Mr. Shier is a lawyer and was general counsel for Holly Residential Properties, Inc., a public multi-family residential REIT which ultimately ended up in Sam Zell's Equity Residential REIT. Mr. Shier has been involved in hotel acquisition and finance since 1995. Mr. Bradley and Mr. Shier each own 50 of the issued and outstanding stock of Republic. As part of the deal, Mr. Bradley and Mr. Shier have been named to the board of directors of Choices and Mr. Bradley will assume the title of Chairman.
As a result of the acquisition of Republic's business, and if the company's plans are realized, Choices will be engaged in the business of owning and operating hotels. The board of directors of Choices has commenced concept development on a multi-state hotel chain based in the Northwest region of the United States and featuring good quality limited service hotels which will carry a unique proprietary name. In other words, the hotels will be "self-flagged." Choices does not intend to limit its business, however, and therefore some of the company's hotel properties may be franchised from national hotel franchisers. The goal of Choices is to accumulate over the next three years a hotel portfolio having a fair market value of not less than 75 million dollars and EBIDTA of not less than 7 million dollars.
General Description of Choices
Choices Entertainment Corporation was incorporated in Maryland in July, 1985, under the name PPV Enterprises, Inc., and was reincorporated in Delaware under the name DataVend, Inc. in August, 1987. In March, 1990, Choices changed its name to "Choices Entertainment Corporation." In 1997, Choices sold all of its assets. Until then, Choices was engaged in the retail home video cassette rental business. The Company's offices are located at 2455 East Sunrise Boulevard, Suite 313, Ft. Lauderdale, Florida, 33304 its telephone number is 954-567-4100.
Forward-Looking Statement
The information set forth herein includes "forward-looking statements" as defined by Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbor provisions contained within that section. Certain factors could realistically cause results to differ materially from those projected herein, including but not limited to final acceptance by both parties of the purchase and sale agreement and all associated terms and conditions, the provision of required capital and other financial factors.
Contact:
Thomas Renna, Corporate Information Officer of Choices Entertainment Corporation, 954-567-4100, or teerenna@msn.com |