News Release
I.D. Internet And Look Communications enter amalgamation
I.D. Internet Direct Ltd IDX
Shares issued 34,929,900 Aug 31 close $5.00
Wed 1 Sept 99 News Release
Mr. John Nemanic reports
I.D. Internet Direct Ltd. and Look Communications Inc. have entered into a
definitive agreement for the amalgamation of the two companies. Completion
of the amalgamation is now expected before the end of October, 1999, and is
subject to, among other matters, the approval of the shareholders of both
companies by special resolution, of the Supreme Court of British Columbia
and of the Vancouver Stock Exchange.
On completion of the amalgamation, the former shareholders of Look will
hold approximately 60 per cent and the former shareholders of I.D. Internet
Direct will hold approximately 40 per cent of the equity in the amalgamated
company. Through a combination of multiple and limited voting shares, and
to satisfy certain requirements of the CRTC, a numbered company affiliated
with Telesystem Financial Corporation will hold approximately 55 per cent
of the votes in the amalgamated company, with the former shareholders of
Look and of I.D. Internet Direct together holding the remaining 45 per
cent. The numbered company will enter into an agreement with the
amalgamated company to provide protection to the remaining shareholders in
the event of a takeover bid.
The former shareholders of Look will enter into an agreement with the
amalgamated company pursuant to which they will deposit all of their shares
into escrow with a trustee for a period of nine months following the
effective date of the amalgamation.
The board of directors of the amalgamated company will initially consist of
nine people, including two representatives of I.D. Internet Direct, five
representatives of Look, and two independent directors. The directors of
I.D. Internet Direct have agreed to recommend the proposed amalgamation to
the shareholders of the company. Shareholders who, together, control
approximately 69 per cent of the outstanding shares of I.D. Internet Direct
have agreed to vote their shares in favour of its approval. Full details
concerning the proposed amalgamation will be contained in an information
circular to be mailed to shareholders.
The two companies first announced their intention to merge their operations
last May. The amalgamated company will take advantage of Look's broadband
multipoint distribution system (MDS) infrastructure and I.D. Internet
Direct's experience and customer base to market high-speed data
transmission services and offer their customers a new integrated suite of
services.
About Look Communications Inc. (www.look.ca)
Look Communications -- and its LOOK trademark -- is a new competitor in the
broadcast distribution industry, providing digital entertainment services
in Quebec and Ontario through MDS technology also known as wireless cable.
The Canadian Radio-television and Telecommunications Commission (CRTC)
awarded Look Communications a broadcast distribution licence for Southern
Ontario in August, 1997, and for Eastern Ontario and Quebec in February,
1998. The company launched its operations in the Greater Toronto area in
1998, and in the Montreal, Quebec City and Ottawa markets in 1999. As a
result, its services are currently accessible to approximately four million
households in the London to Quebec City corridor, Canada's most densely
populated area. Look Communications is a Canadian company whose principal
shareholders are Telesystem Ltd., Teleglobe Inc., CTV Inc., Covington
Wireless Communications (Ontario) Ltd., G.T.C. Transcontinental Group Ltd.,
QuebecTel Group Inc., Bourgie Capital Inc., Novanet Communications and
Laurem Group.
To view full legal document disclosure, please see Web site
www.idirect.com.
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