ONA ENERGY INC. ANNOUNCES LETTER OF INTENT TO ACQUIRE VIDEOLOCUS SOLUTIONS
INC. ADVANCED COMPRESSION TECHNOLOGY FOR THE DIGITAL VIDEO Industry
VANCOUVER, British Columbia, Feb 14, 2000 /PRNewswire via COMTEX/ --
Ona Energy Inc. (CDNX: ONA) today announced that it has entered into a
letter of intent to acquire all of the shares of VideoLocus Solutions
Inc. ("VideoLocus"), by way of exempt take-over. The proposed
acquisition of VideoLocus is an arms length transaction.
Incorporated in 1999, VideoLocus is in the business of developing high
performance software toolkits for digital video. Its primary market is
original equipment manufacturers (OEMs). The Company is an early
entrant into a rapidly expanding market segment. The VideoLocus digital
video technology is scalable in terms of quality versus computation
tradeoffs, and will provide similar or superior visual quality over
competitor products. The Company intends to apply for patents on many
of its technological achievements. The principals of VideoLocus include
high technology industry veteran Ted Moorhouse as President and CEO,
and University of British Columbia electrical and computer engineering
professor Hussein Alnuweiri who will assume the role of Chief
Technology Officer. University of British Columbia electrical and
computer engineering professor Faouzi Kossentini, the VideoLocus
founder, will serve in an advisory capacity as a technical consultant.
The VideoLocus corporate mission is to become the leading provider of
digital video technology through technical superiority and by creating
long-term relationships with key international organizations.
Subject to the receipt of approvals of Ona Energy Inc. shareholders and
regulatory authorities, Ona Energy Inc. will offer an aggregate of
3,000,000 common shares from treasury to the shareholders of VideoLocus
at a deemed price of $0.25 per share for a total deemed purchase price
of $750,000 in consideration of all of the outstanding shares of
VideoLocus.
In conjunction with the acquisition of VideoLocus, the Company will
close a private placement of 2,000,000 units at $0.30 per unit. Each
unit consists of one share and one share purchase warrant. Each warrant
is exercisable at $0.60 within the first year and $1.20 in the second
year. From these proceeds, $275,000 will be applied to research and
development, $205,000 to general and administrative expenses and $120,
000 to general working capital.
The consummation of the exempt take-over and the closing of the
transaction are conditional upon the completion of due diligence by
each of VideoLocus and Ona Energy Inc., the receipt of all necessary
shareholder and regulatory approvals and other customary conditions.
Immediately following the closing of the share exchange, and after
receipt of shareholder and regulatory acceptance, the current members
of the board of directors of Ona Energy Inc., with the exception of
Ickbal Boga, will resign in favour of Ted Moorhouse, Hussein Alnuweiri
and Wilson Chung.
All of the shares to be issued in exchange for the shares of VideoLocus
will be made subject to a voluntary pooling agreement which will
provide for the release of the shares on the basis of one third of the
shares on each of the first, second and third anniversaries of the
closing.
The current principals of Ona Energy Inc. have entered into a share
purchase agreement with Atlas Capital Corporation (an investment
company controlled by Amir Virani), Dr. Hussein Alnuweiri, Faten
Borchani and others, to sell up to 3,100,000 shares of Ona Energy Inc.,
subject to regulatory approval. These shares are subject to an escrow
agreement, which provides that these shares will be held in escrow for
three years, to be released as to one-third on each of the first,
second and third anniversaries of the closing of the share exchange.
Atlas Capital will be providing certain management and financial
expertise to the Company.
In conjunction with the acquisition of VideoLocus, the Company proposes
to grant to certain directors, officers, employees and consultants that
number of options equal to 10% of the number of shares outstanding,
after giving effect to the acquisition of VideoLocus and the proposed
private placement. Options will have an exercise price of $0.30 per
share for a period of five years from the date of the grant of the
options. A portion of these options will be subject to vesting
provisions, which will provide for vesting as to 1/24th of their amount
each month over two years.
About the Founders of VideoLocus and VideoLocus Directors:
-- Dr. Faouzi Kossentini is the founder of VideoLocus. Dr. Kossentini
received the B.S., M.S., and Ph.D. degrees from the Georgia Institute
of Technology, Atlanta, in 1989, 1990, and 1994, respectively. During
1995, Dr. Kossentini worked as a research scientist at Nichols
Research Corporation, Huntsville, AL, USA. Since January 1996, he has
been employed as an assistant professor and then as an associate
professor with the Department of Electrical and Computer Engineering
at the University of British Columbia, where he is involved in
research in the areas of signal processing, communications and
multimedia. He has authored or co-authored over one hundred journal
papers, conference papers, book chapters and patents. Dr. Kossentini
is active as a voting member, and recently as delegation head, of the
Canadian delegate to ISO/IEC/JTC1/SC29, which is responsible for the
standardization of coded representation of audiovisual, multimedia,
and hypermedia information.
-- Dr. Hussein Alnuweiri is a co-founder of VideoLocus and will assume
the role of Chief Technology Officer. Dr. Alnuweiri received the
B.Sc. and M.A.Sc. degrees from the University of Petroleum and
Minerals, Dhahran, Saudi Arabia, in 1983 and 1984, respectively, and
the Ph.D. degree in computer engineering from the University of
Southern California, Los Angeles, in 1989. From 1989 to 1991, he was
with the Faculty of the Computer Engineering Department at the
University of Petroleum and Minerals. Since August 1991, he has been
with the Department of Electrical and Computer Engineering, University
of British Columbia, Vancouver, B.C., Canada, where he is now an
Associate Professor and a member of the Centre for Integrated Computer
Systems Research. His main research interests include high-performance
computing, parallel and distributed processing, embedded system design
for video and image coding, multimedia communications over packet
networks, and quality-of-service support in packet networks. He has
contributed to over 80 journal and conference papers in these areas
and has two U.S. patents.
-- Ted Moorhouse is President and Chief Executive Officer of VideoLocus.
Mr. Moorhouse has extensive experience creating, developing, marketing
and managing the extremely rapid growth of international high
technology companies. He has over twenty years of marketing, sales,
financial and general management experience in the high technology
industry, most recently as Director of Marketing at Epic Data
International, a wireless data collection software developer for
Fortune 500 customers. Prior to Epic Data, he was a Venture Capital
Investment Manager for the Business Development Bank of Canada, where
he structured high technology and biotechnology financings and served
as a board member at several companies across Western Canada. Prior
to the Bank, Mr. Moorhouse was a sales manager at Oracle Corporation.
He was also at Nortel Networks for seven years, serving first as Area
Sales Manager - Ontario, then, as a member of Nortel's senior
management, Group Product Manager with responsibility for consumer
products. Mr. Moorhouse has a Bachelor of Commerce (Honours) degree
from the University of Manitoba, and articled with the chartered
accountancy firm of Ernst & Young.
-- Ickbal Boga has over twenty years experience in financial
administration in various senior capacities. Mr. Boga has been
owner-manager of I.J. Boga, Chartered Accountants, a public accounting
firm. Mr. Boga also acts as a director and/or officer of a number of
companies. He has been a director and President of 8 Crown Capital
Corp. since December 1998, a director and President of Ona Energy Inc.
since July 1998, a director, Chief Financial Officer and Corporate
Secretary of Camflo Resources Inc. since December 1997, and a
director, Chief Financial Officer and Corporate Secretary of
International Panorama Resource Corp. since August 1995. Mr. Boga was
Vice-President, Finance, Information Systems and Administration of
Workplace Health & Safety Agency from 1991 to 1993. Previously, Mr.
Boga was an acting director of Customer Accounting at Canada Post and
Assistant Controller at BP Canada Inc. Mr. Boga obtained a Bachelor
of Commerce from the University of Windsor and a Bachelor of Science
in Chemistry from the University of London. He received his Chartered
Accountant designation in 1979.
-- Wilson C. Chung is Senior Software Engineer (Project Lead), VM Labs of
Mountain View, California. Dr. Chung is responsible for leading the
video portion of VM's Core Media Group and Technical lead for VCD and
SVCD software and firmware. He has extensive experience working with
world-class consumer electronics OEMs, firmware implementations over
several different drive level interfaces, system level design
experience for DVD/VCD/CD players and set-top boxes and code
optimization for various audio codecs including MP3. Prior to VM
Labs, Dr. Chung was a senior member of the Technical Staff
(Software/Architecture), Amlogic Inc. of San Jose, CA. Previously, he
had been a Senior Software Engineer of PictureTel Corp. of
Andover, MA. Dr. Chung holds a BS in ECE and a Ph.D. in ECE from the
Georgia Institute of Technology.
ON BEHALF OF THE BOARD OF DIRECTORS
"Ickbal Boga"
Director
Note: The Company relies on litigation protection for "forward-looking"
statements.
For further information: Ickbal Boga, Director (604) 687-7294, Ext. 16
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