News out! Holy Moses!
Net Shepherd, Clickchoice And Vanenburg Group Join Forces To Create New Internet Information Company
Calgary, Alberta; Atlanta, Georgia; Putten, the Netherlands --
* Proposed deal involves C$27.8 (US$18.5) million in cash and services.
* Jan Baan, founder of Baan Software, proposed as Chairman of the Board of Directors.
* Combined technology and management brings focus to business and consumer intelligence play.
Press teleconference scheduled: a media conference call has been scheduled for Monday, November 29, 1999, at 4:00 pm (EST).
Participants will include Don Sandford, President & CEO of Net Shepherd, Anthony McLellan, Founder & Chairman of ClickChoice.com and Jan-Dirk van de Geer and John Trewhitt from the Vanenburg Group. Following brief statements, the participants will respond to questions. Please call 1.800.273 9672 (416 695 5806 in Toronto). A rebroadcast will be available after the conference by calling 1.800.408 3053 (pass code 361 552).
Net Shepherd Inc. (CDNX: WEB), a leading provider of Internet-based community solutions, and ClickChoice.com, which generates and distributes online user data in real time to enable e-marketers to precisely target individuals, today announced that they have signed a Letter of Intent to merge Net Shepherd and ClickChoice.com, with Net Shepherd Inc as the publicly traded entity. The proposed transaction, which is subject to regulatory approval and the approval of the shareholders of both companies, will consist of stock and cash. It will include a capital infusion by the Vanenburg Group, a major European investment company.
The combination of Calgary, Alberta-based Net Shepherd and Atlanta, Georgia-based ClickChoice.com, with the capital infusion by Netherlands-based Vanenburg Group, will allow for financial flexibility and enable a greater focus on business and consumer intelligence. These additional software development resources will provide the ability to capitalize on business opportunities and increase speed to market with new applications. The resulting company will have the potential for a broader customer base and a strengthened management team, with the ability to achieve favourable financial results and increased shareholder value.
It is expected, upon completion of the transaction, that Jan Baan, founder and former chairman of the Baan Company, an acknowledged leader in the $10 billion per year market for Enterprise Resource Planning (ERP) software, will become Chairman of the board of the combined companies. In addition, based on the opportunities afforded by the proposed merger, plans will be established to pursue a US listing in 2000.
Commenting on the announcement, Don Sandford, Net Shepherd's President and CEO, stated, "In August, we published a Roadmap that charted the way forward for Net Shepherd and reinforced the company's commitment to rapidly building the business and exploiting our technology platform. Today's announcement is a substantial step toward achieving those objectives. The company formed by the merger will be a well-funded, Internet technology-based operation with close links to the Vanenburg Group, which will also bring benefits in the areas of access to technology and customers."
Sandford went on to say, "The proposed merger meets all of Net Shepherd's needs in the areas of improved delivery performance and an increased U.S. presence."
"I hope to be able to discuss this development with our shareholders during our next Net Shepherd Investor Forum teleconference", concluded Sandford. "This will take place at 2.30 Mountain Time on Wednesday the 1st of December. Shareholders and analysts can call in on 1-800-273-9672 and I am sure that we will have a valuable discussion."
A. Anthony McLellan, Founder and Chairman of ClickChoice.com, noted, "We are delighted with this opportunity to bring the two companies' technology and know-how under one roof. Our expertise, combined with the anticipated economies of scale and potential for increasing revenue growth through faster market penetration, will enable us to be at the forefront of a rapidly moving industry."
Further details follow:
The main elements of the proposed agreement are:
* Net Shepherd will merge with ClickChoice.com Inc, a privately held, Atlanta-based company that is currently 82%-owned by the Vanenburg Group, with Net Shepherd issuing approximately 28 million shares of its stock to the current owners of ClickChoice.
* The new company will receive C$27.8 (US$18.5) million in new capital from the Vanenburg Group. This will be used to provide:
* C$11.3 (US$7.5) million-worth of software development resources. Development teams will be made available in India under the direction of Jan Baan. These will be used in the development of the next stage of the company's technology platform (ICMS 3.0) and will also give the company the use of flexible resources to meet product launch delivery dates. Because these resources will be paid for with C$7.5 (US$5) million-worth of stock, they are not only being made available at a discount, but will also not be a drain on cashflow.
* C$16.5 (US$11) million in capital for technology development and the funding of the go-to-market strategies of subsidiary companies that apply the core technology in particular areas, such as Answers.com. Prior to closing, and as part of this capital injection, the Vanenburg Group will inject C$7.5 (US$5) million into Net Shepherd in return for preferred shares.
* In consideration for the combined C$27.8 (US$18.5) million capital injection and access to software development resources, a further 8 million shares of stock will be issued in a private placement to the Vanenburg Group at a price of C$3 (US$2) per share.
* As a result of these transactions, the Vanenburg Group will own approximately 50% of the new company.
The Board of the new company will consist of three members nominated by the present Net Shepherd Board, three members nominated by the Vanenburg Group and two additional, mutually agreeable members.
Owen Pinnell intends to step down as Net Shepherd's Chairman, but will remain on the Board of Directors. It will be proposed to shareholders that the Chairman of the new company be Jan Baan.
More details of the proposed transaction will be given in an Information Circular to Net Shepherd's shareholders, advising them of a Special Meeting in early 2000.
Background Notes:
About Net Shepherd:
Net Shepherd's technology helps companies that want to transform the way they do business and create new opportunities using the Internet. It is a leading provider of Internet-based community solutions to provide the gathering of information and the management of work at the speed of the Internet.
Net Shepherd develops, partners with and invests in companies that use this technology in a variety of different applications.
Net Shepherd Inc. is traded on The Canadian Venture Exchange under the symbol WEB.
About ClickChoice:
ClickChoice.com Inc. was formed in August 1989 as the successor to The McLellan Software Center. Headquartered in Atlanta, ClickChoice.com is a leader in Internet content management, making Web content more relevant to both consumers and businesses.
In exchange for demographic data, ClickChoice offers free software to consumers that enhances the value, security and relevance of their Internet experience. The non-personally identifiable data is provided to marketers for real-time targeted marketing.
The Vanenburg Group BV, a technology investment company located in Europe, owns 82% of ClickChoice.com's shares. The other 18% of shares are owned by The McLellan Software Center.
ClickChoice forecasts that it will begin generating revenues in 2000.
About Vanenburg Group:
Vanenburg Group is a private, limited liability Netherlands Company that was formed in 1994. The Group's main activities include providing venture capital funding for technology companies worldwide. Its portfolio includes companies that supply Web-enabled applications and services in the enterprise applications market.
About Jan Baan:
Jan Baan, Founder and Chairman of the Board of The Baan Company N.V., is an acknowledged leader in developing the worldwide market for Enterprise Resource Planning (ERP) software. He is a self-made entrepreneur. After attending business college, he started his own business as an accountancy consultant in 1978 and founded the company that carries his name. Development of the first software package began in 1979.
Reflecting its growth from a small Dutch firm to a global enterprise, The Baan Company conducted its initial public offering in 1995 on the Nasdaq and Amsterdam Stock Exchanges.
Information and statements in this document, other than historical information, should be considered forward-looking and reflect management's current views of future events and financial performance that involve a number of risks and uncertainties. Factors that could cause actual results to differ materially include, but are not limited to, the following: general economic conditions and developments within the Internet and Intranet industries; product development and technology changes; competition and pricing pressures; length of the sales cycle; variability of sale order flow and the management of growth.
- ENDS -
For further information contact:
Net Shepherd:
Peter Hunt
Vice-President, Corporate Affairs
Net Shepherd Inc
Phone: +1 403 218 8917
E-mail: peter.hunt@netshepherd.com
Click Choice:
Janice Kuntz or John Deaver
Fleishman Hillard
Phone: +1 404 659 4446
E-mail: kuntzj@fleishman.com
The Vanenburg Group:
Axel Pothof
Burson-Marsteller
+31 (0) 70 3624861
fin-info.com
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Denise. |
