InfoCast Corporation and i360 inc. Sign Merger Agreement; Customer Migration to InfoCast's ASP Platform Completed
TORONTO, May 4 /PRNewswire/ -- InfoCast Corporation (OTC Bulletin Board: IFCC), an e-enabling application service provider (ASP), announced today that it has signed a definitive Agreement and Plan of Merger with i360 inc., a Tucson-based aggregator of virtual communities through customized portals, providing for the previously announced acquisition by InfoCast of all of the outstanding shares of common stock of i360. The merger will give InfoCast access to i360's growing customer base of network marketing organizations and affinity groups. Closing of the transaction is expected to occur no later than July 15, 2000, subject to customary closing conditions.
"We're pleased that the merger agreement has been signed, and we anticipate this merger will be a catalyst for more rapid growth for our combined companies," said Jim Leech, InfoCast's president and CEO. "We have already successfully switched i360's burgeoning customer base to InfoCast's ASP hosting services, and look forward to expanding our offerings for network marketing organizations and affinity groups."
The Merger Agreement provides for a statutory merger of i360 into InfoCast, pursuant to which the holders of i360's issued and outstanding common stock will be entitled to receive .30 shares of InfoCast common stock per share of i360 common stock (an aggregate of 7,584,000 shares of InfoCast common stock). All outstanding options to purchase shares of i360 common stock will convert into options to purchase shares of InfoCast common stock at a 1:0.3 exchange ratio (an aggregate of 4,416,000 InfoCast Share Purchase Options and 900,000 InfoCast Employee Options). The transaction is expected to be treated as a reorganization for financial reporting purposes.
The transaction, which has been approved by the boards of directors of InfoCast and i360, is subject to certain conditions, including approval of the transaction by the stockholders of i360 and InfoCast, successful completion of any regulatory approvals and certain other conditions. InfoCast proposes to distribute a proxy statement to its stockholders for the approval at a stockholders' meeting of the Merger Agreement and the transactions contemplated thereby. Shareholders holding a majority of i360's common shares have already committed to vote in favor of the merger. |
