NEWS on the front ;-$)))
KIRKLAND, Wash., Feb 8, 2000 (BUSINESS WIRE) -- Saratoga International Holdings
Corp. (OTCBB: SHCC) announced today that it has agreed to acquire Virtual Media
Group Inc. of Kirkland, Washington (Virtual) for stock and assumption of
Virtual's convertible debenture obligation of $1 million dollars due 2001.
The transaction is valued at approximately $1.3 million dollars, ($800,000 cash
and $500,000 in tangible and intangible assets). Saratoga will issue to the
shareholders of Virtual, 900,000 shares of its common stock and 1,000,000
warrants convertible at $0.165 per share which vest with the holder 20% each
year over 5 years subject to the holder's continued employment with the Company.
The warrants expire 6 years from the date of closing of the Agreement.
Virtual has offices in Kirkland, Washington and Alberta, Canada and was founded
in 1998 to provide Internet Marketing Services and unique customized proprietary
software products to its clients which are designed to make the entry into
e-commerce easier and more productive. Virtual's client base has grown to
include a variety of commercial sectors, such as tourism, hospitality,
recreational providers, real estate brokerage and property development.
Don Hughes, Chairman and CEO of Virtual said of the merger "Saratoga's
established presence in the US marketplace and its access to business
opportunities and capital markets provide the resources essential to Virtual's
growth plan. Virtual has several proprietary software development programs
underway and plans for a product roll-out later this year. We look forward to
the partnership with Saratoga as a positive and logical step in our continued
growth and expansion."
Patrick Charles, Chairman and CEO of Saratoga said "We welcome the addition of
Virtual to Saratoga's group of e-commerce companies. The acquisition of an
operational Internet business is in keeping with Saratoga's business model and
plan of expansion into the e-commerce marketplace. Virtual's technology team and
Internet e-commerce products are complementary to Saratoga's overall business
model." He also said that "Hughes, a graduate of UCLA (MBA), brings over 30
years of business development and management experience to Saratoga."
Charles also announced "On January 24, 2000 Saratoga filed its Form 10SB with
the Securities and Exchange Commission in an effort to comply with the recently
enacted requirement by NASD that all OTCBB listed companies must become full
reporting companies by certain cutoff dates. Saratoga must comply by May 17,
2000 to continue to trade on the OTCBB."
Saratoga International Holdings, Corp. is a vertical growth Internet and
Telecommunications facilitator specializing in penetrating low and mid-level
niche markets, which are often overlooked by the major service providers. The
company endeavors to complement primary communications services by developing
fill-gap solutions for those Internet and Telecommunication companies. By
providing solutions for unmet market needs to those companies, Saratoga can
enhance the overall level of service offered by their business partners. For
more about the "TalkIsCheapCard(TM)" program, logon to website
www.TalkIsCheapCard.com. For more about the company's stock, logon to website
www.otcinfo.net and for information about the Company, logon to website
www.SaratogaHoldings.com.
This press release contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Act of 1995. Expression
of future goals and similar expressions reflecting something other than
historical fact involve risks and uncertainties. The actual results the company
achieves may differ materially from any forward-looking statements due to such
risks and uncertainties. |
