Big Picture closes Morgan Media and Salasan acquisitions
Big Picture Technologies Inc BPI
Shares issued 16,294,250 Dec 16 close $2.34
Fri 17 Dec 99 News Release
Mr. Michael Anthony reports
On Dec. 16, 1999, Big Picture closed on the acquisition of Morgan Media
Inc. (M2) and Salasan Associates Inc., previously reported in Stockwatch
Nov. 12, 1999.
The acquisition of all the issued and outstanding shares of M2 and Salasan
occurred pursuant to share for share exchange agreements dated Dec. 16,
1999, according to Sections 107(1)(j) and 132(1)(d) of the Securities Act
(Alberta) and Section 75(25) and 98(1)(d) of the Securities Act (British
Columbia).
The completion of the M2 and Salasan acquisitions results in these
companies becoming wholly owned subsidiaries of the corporation. The board
of directors intends, if considered desirable and appropriate, to cause the
corporation and these companies to be amalgamated or merged pursuant to the
provisions of the appropriate corporate laws.
Pursuant to the agreement with M2, the corporation issued 2,976,394 common
shares, at a deemed issuance price of $1.50 per common share, in exchange
for 11,905,577 shares of M2, being all the issued and outstanding shares of
M2. The total deemed purchase price paid by the corporation to the
shareholders of M2 is $4,464,591.
Pursuant to the agreement with Salasan, the corporation issued 1,866,667
common shares at a deemed issuance price of $1.50 per common share in
exchange for 199 Class A Salasan common shares and 85 Class B common
shares, being all the issued and outstanding share of Salasan. The total
deemed purchase price paid by the corporation to the shareholders of
Salasan is $3-million.
Impact of the acquisitions
Michael Anthony, president and chief executive officer of the combined
organization, stated, "The acquisition of M2 and Salasan doubles the number
of personnel in R&D and marketing, adding strength to the management team
and increasing the number of employees from about 30 to over 60."
With the acquisition of M2, the corporation acquires the hosting
infrastructure that supports its products, eMERCHANT pro and BLUR3. The
corporation believes it will now acquire increased revenue associated with
that infrastructure. The intended consolidation of M2 enables the
corporation to eliminate the royalty payment previously owing to M2,
thereby increasing the gross margin on sales of eMERCHANT pro.
"I am optimistic that the business combination of Big Picture, Salasan and
Morgan Media will enable the newly enlarged company to address rapidly
expanding Web-based commerce and education markets," said Gerry Morgan,
chairman of M2.
In response to questions about Salasan's role within Big Picture's
organizational framework Mr. Anthony responded: "The addition of Salasan's
professional services expertise should be instrumental in acquiring and
maintaining the support of key multinational business partners,
particularly in relation to the pending launch of Big Picture's Web
enterprise solutions. The acquisition of Salasan expands the corporation's
international recognition and scope, making available significant project
design and implementation skills to the entire company."
Jack Loughton, president of Salasan, commented, "We are confident that the
combination of the technical, marketing and consulting expertise of the
three firms will result in a full service corporate group that can
effectively meet the increasingly complex demands of the new knowledge
economy."
M2
M2 is in the business of creating education and communication products and
systems. Developed originally for dispersed education users, M2's products
have, in the corporation's opinion, become attractive to a broader target
market of users engaged in on-line commerce and communications. The
corporation intends to market these products to targeted commercial markets
while continuing to develop user-friendly products for business and
education users.
The corporation believes M2's products provide corporations, institutions
or individuals with the ability to do the following:
generate and manage Web sites with a Web page generator that does not
require client downloads or installation. The M2 Web engine also provides
complex data base manipulation and e-commerce enablement, within a secure
environment;
create and manage communication and co-ordination systems;
develop, modify and manage multimedia through the use of a drag and drop
tool that can be employed by non-technical people;
establish jurisdiction-wide decentralized communities that can be serviced
and administered at a local level; and
encourage customers to reuse the products through the use of licence
agreements and/or subscription arrangements.
Salasan
Pursuant to the Salasan share for share exchange agreement, the corporation
issued 1,866,667 common shares at a deemed value of $1.50 per common share
and $200,000 of cash in exchange for 199 Class A Salasan common shares and
85 Class B common shares, being all the issued and outstanding share of
Salasan. The issuance of the corporation's common shares to the Salasan
shareholders is subject to the Salasan escrow agreement. The total deemed
purchase price paid by the corporation to the shareholders of Salasan is
$3-million.
Salasan is in the business of providing national and international project
management and consulting services. Salasan has completed over 200 projects
in Canada, Asia, Africa, the Caribbean and the Middle East since its
incorporation in 1982. Salasan's project budgets range from several
thousand to several million dollars. Projects encompass, but are not
limited to, the development of management strategies in the timber sector,
capacity development projects in Africa and Asia, developing natural
resource management criteria in Canada and strengthening federalism
policies in the Russian federation. Salasan's overall objective is to turn
technical ideas into manageable solutions. Historically, Salasan's project
design work includes strategic planning, feasibility studies, business
development planning and curriculum design.
(c) Copyright 1999 Canjex Publishing Ltd. canada-stockwatch.com
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