Netgraphe and InfiniT merge operations                                                                                                                  NETgraphe Inc                                                           WWW Shares issued 34,691,500                                 Nov 15 close $2.05 Tue 16 Nov 99                                                  News Release Mr. Normand Drolet reports Netgraphe Inc. and InfiniT Inc. have merged all their operations under  the name  of  Netgraphe  Inc.,  forming  the  premier  French-language Internet editor. The transaction, announced today by Marc  Copti,  chairman  of  the board,  Normand  Drolet,  chief  executive  officer  of Netgraphe Inc., and Pierre Simon, president of InfiniT, represents an investment by InfiniT  of approximately $86-million in Netgraphe. The transaction consists of a transfer of all of InfiniT's Internet assets, including  the  Infinit.com  portal,  as  well  as its interests in various agreements, partnerships and  investments,  for  an  approximate  value  of $72.7-million,  payable  by the issuance of 41,531,004 shares of Netgraphe. As well, InfiniT will acquire 6,714,286 newly issued Netgraphe shares for a total cash consideration of $11.75-million, and will purchase an additional one million shares from  Netgraphe's  founders.  All  the  above  mentioned shares  will  be  subscribed  for  and  purchased at the price of $1.75 per share. The transaction is subject to the usual  conditions  governing  this type  of transaction including due diligence and shareholder and regulatory approval. The transaction is expected to close  by  the  end  of  December, 1999. When the transaction is completed, Videotron Communications  Inc.  and  TVA Group  Inc.  will  hold  approximately  54 per cent of the share capital of Netgraphe Inc., with the remaining shares held by  company  management  and the general public. The new company  will  be  the  premier  French-language  Internet  editor, attracting  over  a  million  individual  visitors  each  month, paying 8.5 million visits to its sites and consulting over 40 million pages. "This merger makes Netgraphe the  uncontested  number  one  French-language Internet  editor,"  said  Mr.  Drolet.  "With  the integration of InfiniT's products   and   services,   Netgraphe    substantially    increases    its French-language market penetration and acquires the means to accelerate its growth and become a force  to  be  reckoned  with  in  the  development  of e-commerce,  general  information  distribution  and  specialized reference services." This transaction makes it possible to unite and maximize the strengths  and reputations  of  two companies with significant achievements in the history of Internet development, both in Quebec and in the  French-speaking  world. For   years   now,   La   Toile   du  Quebec  (www.toile.com)  and  InfiniT (www.infiniT.com)  have  been  important  symbols  of  the  French-language presence in cyberspace. "La Toile du Quebec and  the  InfiniT.com  site  have  become  unparalleled reference  tools  in  Quebec  because  our  companies have developed unique competence in their  respective  spheres  of  activity,"  said  Mr.  Simon. "Thanks  to  our  complementary  products  and  the  expertise we offer our customers, we are an important hub for advertisers and merchants  who  want to take advantage of the Internet's enormous potential." La Toile and the other Netgraphe sites were planned and developed  to  meet the specific yet ever-changing needs of their growing number of customers. The  InfiniT  portal  (www.infiniT.com)  offers  entertainment,   real-time information   services  and  personal  financial  advice,  in  addition  to promoting  easy  Internet  access  and  facilitating   communications   and e-commerce. The highly  popular  portal  La  Toile  du  Quebec  (www.toile.com)  allows millions of Internet users to consult the content of some 45,000 referenced sites. Netgraphe also operates three other highly acclaimed sites:      Multimedium (www.mmedium.com) is the largest French-language Webzine      specializing in information technologies enjoying an excellent      reputation in Europe and North America.      Megagiciel (www.megagiciel.com) is a directory of more than 6,000      ready-to-download freeware programs and is the largest French-language      site of its kind.      Economedia (www.economedia.com) is a leading French-language Webzine      in Quebec, specializing in economic and financial information. Netgraphe plans to increase its partnerships with major companies in  order to  serve  its  customers  better and to make the best use of the resulting synergies. Current partners of the new Netgraphe organization, including La Presse, Musique Plus, Elle Quebec, Coup de Pouce and Le Point (France) will benefit from increased visibility and market potential. With a team of 75 experienced managers and  professionals,  Netgraphe  will rely on the support, creativity, business acumen and the strong networks of its new partners, Videotron Communications Inc. and TVA Group. With combined sales of over  $4-million  in  the  current  financial  year, Netgraphe  has  at its disposal more than $14-million to pursue development projects and accelerate its growth. Additional  information  regarding  projects  and  activities  of  the  new corporation will be available in the coming weeks. Netgraphe  (www.netgraphe.com)  is  the  largest  French-language  Internet editor in Canada, capitalizing on Internet business opportunities in Quebec and in French-speaking countries worldwide.  It  is  involved  in  content, advertising and e-commerce as well as providing other services such as site design, production and maintenance.   |