INTERNET--(esecurities.W)--June 15, 1999 - NKCIF, A Mattel CALL Away?;PP Closes.
"...In connection with this financing, NewKidCo International has granted to Mattel, Inc., which was a significant participant in the Special Warrant Financing, a common share purchase warrant exercisable for 2,000,000 common shares at a price of Cdn.$2.60 exercisable until December 21, 2000 (subject to adjustment under certain circumstances). Such warrant is exercisable only in certain circumstances involving a change of control of the Company or the sale of all or substantially all of the video console assets of the Company or a bid by Mattel, Inc. for the shares or offer by Mattel, Inc. to acquire all the assets of the Company at a price which is at least a 15% premium to market which is not approved by the board or accepted by the shareholders.
NewKidCo is also pleased to announce that it has acquired control of the remaining 25% interest in NewKidCo Holdings, LLC (the "LLC"), which conducts the Company's children's video console game business. Pursuant to the arrangements entered into in June 1998, when the Company acquired its initial 75% interest in the LLC, the Company has paid or will pay US$500,000 and issued 641,667 common shares to acquire the remaining 25% interest. As well, under the acquisition arrangements, the Company is obligated to pay the original owners of the LLC 25% of the net profits of the LLC for the three year period ending April 30, 2001, to a maximum of US$6,000,000. In addition, as part of such acquisition, warrants entitling the vendors to acquire 4,000,000 common shares of the Company until June 1, 2003, at prices ranging from US$1.50 to US$4.00 have become exercisable. 2,600,000 of such warrants, however, remain subject to shareholder approval. Shareholder approval of such warrants will be sought at the July 26, 1999 shareholders meeting.
The Company is also pleased to announce the appointment of Greg Bestick, an officer of Mattel, Inc., and Hank Kaplan, President of the LLC, to the Company's board of directors..." [emphasis added]
Source: NewKidCo Company Press Release newkidco.com
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