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. |