2000-02-09
PeakSoft Enters Into Agreement in Principle to Spin Off its Peak.com Business Unit and to
Purchase Shares of IncuLab.com, Inc. in a USD $4.5 Million (Cdn $6.51 M) Deal
BELLINGHAM, WASHINGTON--PeakSoft to Invest USD $500,000 in
IncuLab.com, Inc. and IncuLab to Invest USD $100,000 in Peaksoft
by Way of Private Placements
PeakSoft Multinet Corp. (CDNX: PKS; OTC-BB: PEAMF) reports today
that it entered into an agreement in principle to transfer certain
of its assets in a business unit to a subsidiary company, Peak.com
Inc., and to transfer its shares in that subsidiary to
IncuLab.com, Inc. Peak.com Inc. was established to operate
PeakSoft's world wide web site, www.peak.com.
"PeakSoft's plan to develop a leading web portal for small
business will gain critical mass and expertise from our
affiliation with this premier group. IncuLab has both the
resources and the expertise to become a dominant player in the B2B
market." Said Doug Foster, PeakSoft CEO, "IncuLab is also
committed to fast execution, high levels of capitalization and
public market leverage for its shareholders. We are fortunate to
become an early stage shareholder and to see the potential of our
plans realized. Furthermore, the company's operating capital
requirements are expected to be dramatically reduced under the
deal."
No change of control of PeakSoft Multinet Corp. is anticipated in
consequence of these transactions.
Peak.com Inc., a private Washington state company, will acquire
from PeakSoft Multinet Inc. and from Peak Media, Inc. and PeakSoft
Corporation (USA), both of which are wholly-owned subsidiaries of
PeakSoft Multinet Corp., the assets which are required for the
development and the production of www.peak.com, these assets
consisting of the trademark "Peak.com", the rights to the computer
software which operates this website, the computer hardware which
is used to develop and to display this site, and the office
furniture and the supplies utilized by those persons who are
engaged for the purpose of producing the site. As consideration
for these assets, Peak.com Inc. will issue approximately 89.5
percent of its capital stock to PeakSoft Multinet Corp., and will
assume liability for a debt in the approximate amount of USD
$410,000 owed by PeakSoft Multinet Corp. to a creditor. Peak.com
Inc. is proposing to convert this indebtedness into approximately
10.5 percent of the shares in its own capital stock.
Under the terms of the agreement in principle, IncuLab.com, Inc.
will acquire 100 percent of the shares in Peak.com Inc. in
exchange for shares in its own capital stock which are being
valued by the parties at USD $3.9 million, (or approximately USD
$1.00 per fully diluted share of PeakSoft, of which USD $3.45
million will be issued to PeakSoft Multinet Corp). As further
consideration for the shares of Peak.com Inc., IncuLab.com, Inc.
will cause Peak.com Inc. to grant a 5 year option to PeakSoft
Multinet Corp. to re-acquire 10 percent of Peak.com Inc.'s shares
at a price of USD $400,000.
PeakSoft Multinet Corp. is as well proposing to receive an advance
in the amount of USD $500,000 from its major shareholders, The
Liverpool Limited Partnership and Westgate International, L.P. for
the purpose of investing this amount in a private placement of
IncuLab.com, Inc.'s shares. This advance, together with the
existing indebtedness of PeakSoft Multinet Corp. to these
shareholders in the approximate amount of USD $1.51 million, will
be interest-free and may not be the subject of a demand for
repayment for 13 months.
No sponsor has been retained by PeakSoft Multinet Corp. to assist
it with these transactions. These transactions will trigger a
liability on the part of PeakSoft Multinet Corp. to pay a fee to
Alexander Hutton, Inc. of Seattle.
PeakSoft Multinet Corp. also announced today that it is making
application to the Canadian Venture Exchange for the approval of
the private placement of 288,106 units, each unit consisting of
one share and a one year one-half share purchase warrant, with
IncuLab.com, Inc. It is proposed that each unit shall be sold at
a price of $0.50, with the price of the shares to be acquired by
the exercise of the warrants to be $0.76 apiece. This financing,
which will close so soon as it has exchange approval, will raise
approximately $144,053 (USD $100,000). There are no finder, agent
or broker fees to be paid in consequence of this transaction.
PeakSoft Multinet Corp. will use the proceeds of this private
placement as operating capital.
Completion of the transactions described above is subject to a
number of conditions, including but not limited to, Exchange
acceptance and disinterested shareholder approval. The
transaction cannot close until the required shareholder approval
is obtained. There can be no assurance that the transaction will
be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
Management Information Circular to be prepared in connection with
the transaction, any information released or received with respect
to the Change Of Business may not be accurate or complete and
should not be relied upon. Trading in the securities of PeakSoft
Multinet Corp. should be considered highly speculative.
About PeakSoft Multinet Corp. PeakSoft Multinet Corp. operates an
Internet Utility Software Division which develops productivity
tools and is a market leading Internet communications company
developing solutions that empower businesses to build knowledge,
e-commerce and customer relationships through its small business
community at www.peak.com. The company has strategic marketing
alliances with partners including Novell, RealNetworks, Driveway
Corporation, Software Builders and Xoom.com. Publicly traded on
the Canadian Venture Exchange (PKS) and on the OTC Bulletin Board
(PEAMF), PeakSoft is headquartered in Bellingham, WA. For more
information, visit the PeakSoft corporate website at
www.peaksoft.com or send email to info@peak.com or visit the small
business community at www.peak.com.
About IncuLab.com. IncuLab.com is an Internet and technology
related Internet incubator based in New York. The Company assists
start-ups develop and achieve their business objectives. IncuLab
provides incubator companies with seed capital, business guidance,
web strategy development and an array of operational services
including office space, IT support, legal services, and
administrative support. Partner companies also benefit from
IncuLab's collaborative network of portfolio companies and
IncuLab's relationships with investment banks, individuals, and
technology companies. By providing a turnkey business development
solution IncuLab allows entrepreneurs to concentrate on quickly
and effectively building their businesses.
IncuLab.com, Inc., a Delaware corporation, carries on business at
40 Wall Street, 59th Floor, New York City. The controlling
interest in IncuLab.com, Inc. is held by Globalink Corporation and
the Molinari Trust of New York. Its directors are John Fung,
Robert Jain, Michael Petryki and Kenneth Sirlin. PeakSoft
Multinet Corp. and IncuLab.com, Inc. are at arm's length from one
another; IncuLab.com, Inc. is not currently a shareholder in
PeakSoft Multinet Corp. More information concerning IncuLab.com,
Inc. may be found on its world wide web site www.inculab.com
This release may contain forward-looking statements as well as
historical information. Forward-looking statements, which are
included in accordance with the "safe harbour" provisions of the
Private Securities Litigation Reform Act of 1995, may involve
known and unknown risks, uncertainties and other factors that may
cause the company's actual results and performance to be
materially different from any results or performance suggested by
the statements in this release. Such statements, and other
matters addressed in this press release, may involve a number of
risks and uncertainties including price competition, technological
advances, decreased demand or diversion to other software
solutions.
-30-
FOR FURTHER INFORMATION PLEASE CONTACT:
PeakSoft Multinet Corporation
Mr Timothy Metz
(360) 752-1100
Website: www.peak.com
Email: timm@peak.com
The Canadian Venture Exchange has not reviewed, and does not
accept responsibility for, the adequacy or accuracy of this
release.
fin-info.com |
