NAG Management Buyout of Highpoint's Interest in NAG
VANCOUVER, B.C.--(BUSINESS WIRE)--Sept. 28, 2000--Highpoint Telecommunications (CDNX: HGP.) announces that it has agreed to a transaction with Emily Aspell-Science involving Highpoint's Preferred Shares, Series I and substantially all of Highpoint's shares in The North American Gateway Inc. ("NAG").
The effect of the transaction is that Mrs. Aspell-Science will return all of Highpoint's 3,071,672 Preferred Shares, Series I which are currently issued and outstanding. The Preferred Shares, Series I which are convertible into 3,071,672 common shares of Highpoint upon certain conditions were issued to Mrs. Aspell-Science in April, 1999 as part of the consideration paid by Highpoint to acquire a 50% interest in The North American Gateway Inc. ("NAG"). Highpoint's interest in NAG is currently approximately 48%. Highpoint's interest in NAG will be reduced to approximately 6.5% upon completion of the transaction. Mrs.Aspell-Science will retain an option to purchase Highpoint's remaining interest in NAG at any time up to June 11, 2001 at a purchase price of $5.7 million.
Concurrent with this transaction, the parties have agreed to terminate the shareholders' agreement among Highpoint, Mrs. Aspell-Science and NAG pertaining to NAG. In that connection, Highpoint's nominees---Messrs. Gordon Blankstein, David Warnes and Robert Blankstein--- have resigned as directors of NAG. Mr. Adrian Science, Chairman of NAG, has agreed to resign from the board of Highpoint. Highpoint has also confirmed to Mr. Science that Highpoint will continue to make available for the benefit of NAG such technical and financial expertise and assistance as NAG's board of directors may request.
Closing of the transaction is subject to completion of documentation and the receipt of all necessary approvals.
Commenting on the transaction Mr. Ian Watson, Chairman of Highpoint, stated: "The completion of this transaction will enable Highpoint to concentrate on developing its three core European initiatives which have become the primary focus for the Company: Vine Telecom is continuing with its financing plans for the development of an 11,000 km pan-European broadband fibre optic network emphasizing service to second and third tier cities; AduroNet is moving forward with rolling out its next generation, pan-European IP services network; and Kast Telecom is developing its IDLEC strategy to take advantage of market opportunities in secondary cities within Western Europe. With this European strategy our interest in NAG, a North American company, was no longer a primary holding for the Company. This exchange and reorganization of NAG will enable NAG to properly move forward with its own development plans under the leadership and control of its current management team."
The Canadian Venture Exchange Inc. has not reviewed and does not accept responsibility for the accuracy or adequacy of this release.
newsalert.com |
