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Captial Alliance Group and Village III enters into merger
Capital Alliance Group Inc CPT
Shares issued 6,158,674 Jul 10 close $1.40
Mon 10 Jul 2000 News Release
Mr. Toby Chu reports
Capital Alliance Group has signed a letter of intent (LOI) with Village III
Acquisition Corp. (VAC), a private development stage company in the United
States. This LOI sets out the terms and conditions of a proposed merger
between Canadian Institute of Business Technology (CIBT) a subsidiary of
the company, and VAC.
This merger will enable the company and CIBT to capitalize on the strong
interest for the creation of a public market for shares in CIBT. It will
also assist them in their efforts to become a recognized leader in the
provision of traditional and on-line education services throughout China.
The parties will take the required steps to access the US public equities
market during the last quarter of 2000. These plans will significantly
enhance CTBT's efforts to broaden its international investor base.
Terms of the letter of intent state that by the closing date, VAC, Jack
Augsback & Company LLC or its agents are required to raise a minimum of
$1-million (U.S.) (Pre-IPO) in capital that will be invested in the new
company at a price not less than $1.50 (U.S.) per share. In addition, this
group is also obligated to raise an additional $2-million (U.S.)(or
greater) at a price not less than $3 (U.S.) per share. This agreement also
includes a clause which states that not less than 750,000 of the shares
currently outstanding in VAC are to be escrowed and released in accordance
with a phased in performance-based formula. This performance clause
requires that a significant portion of these shares will not be released
from the lock up position until the closing of the $2-million (U.S.)
private placement, and (i) having an averaged trading price of $5 (U.S) or
higher for 60 days, or (ii) a successful listing of the new company's
shares on a major US exchange.
Prior to the merger with VAC, the company is required to hold no less than
a 90-per-cent interest in CIBT. The company plans to acquire the
outstanding interest in CIBT from existing shareholders through a
share-swap arrangement,
Immediately following the merger with VAC, Capital Alliance Group and its
affiliates will hold a position of not less than 85 per cent of the issued
and outstanding capital stock of this new company. The total issued and
outstanding shares of the new company will be approximately 10.5 million
shares. Capital Alliance Group and its affiliates are expected to hold
approximately 9 million of these shares.
This merger agreement is subject to the approval of the company and the
CIBT board of directors, as well as applicable Canadian and U.S. securities
authorities. |
