INTERNET DIRECT IDX.V got bought today, with subscibers of 145,000
only matter of time for Cybersurf
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Wednesday September 1, 8:59 am Eastern Time
Company Press Release
SOURCE: I.D. Internet Direct Ltd.
I.D. Internet Direct and Look
Communications Have Entered Into a
Definitive Agreement for Amalgamation
TORONTO, Sept. 1 /PRNewswire/ -- I.D. Internet Direct Ltd. and Look Communications Inc.
are pleased to announce that they 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%
and the former shareholders of I.D. Internet Direct will hold approximately 40% 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% of the votes in the amalgamated company, with the
former shareholders of Look and of I.D. Internet Direct together holding the remaining 45%. The
numbered company will enter into an agreement with the amalgamated company to provide
protection to the remaining shareholders in the event of a take-over 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% of the outstanding shares of I.D. Internet Direct have agreed to vote their
shares in favor 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 I.D. Internet Direct Ltd. (www.idirect.com)
Internet Direct Ltd. provides a full spectrum of Internet solutions to customers in the provinces of
British Columbia, Alberta, Manitoba, Ontario and Quebec. Headquartered in Toronto, I.D.
Internet Direct is the largest independent Internet Service Provider in Canada, serving over
142,000 subscribers and businesses through 24 local access points nationally.
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 license 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 4 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
John Nemanic
President and CEO
I.D. Internet Direct Ltd.
SOURCE: I.D. Internet Direct Ltd.
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