In January or February of 2000, Mr. Rubin met with Mr. DePalo. Mr. Rubin
explained the concerns of the Board. Mr. DePalo told Mr. Rubin about EMI and its
founder Nechemia Davidson. Mr. Rubin reviewed EMI's business plan and in early
April 2000, he met in New York with Mr. DePalo, Mr. Davidson, and Dedi Graucher,
a shareholder of EMI. At this meeting, Mr. Rubin was given a verbal explanation
and presentation of how EMI's personal relay unit technology would enable and
enhance the features of Net2Wireless and other portable Internet content
devices. Mr. Rubin was also given a verbal explanation and presentation of
Net2Wireless, a portable Internet content
3
device which was invented by Mr. Davidson. Mr. Davidson described EMI's business
and answered Mr. Rubin's questions with respect to EMI's business plan and EMI's
product.
Mr. Rubin, based upon his review of numerous financial publications,
determined that the wireless technology market had a great potential for future
growth. Mr. Rubin knew that Sensar Corp. has announced that it is acquiring
Net2Wireless and that subsequent to the announcement Sensar Corp.'s market
capitalization increased from $8 million dollars to a high of 1.1 billion
dollars. Based upon his evaluation of other high technology companies, the
demonstration of the Net2Wireless product, EMI's ability to enhance the features
of such portable Internet content devices, EMI's business plan and the increase
in Sensar's Corp.'s market capitalization subsequent to it's announcement to
acquire Net2Wireless, Mr. Rubin advised the Board that he believed that a merger
between EMI and the Company would lead to an increase in the Company's
shareholders' value. On April 11, 2000, the Board authorized the Company to
execute a letter of intent to merge EMI into the Company. On April 12, 2000, the
Company and EMI signed the letter of intent to merge EMI and Company. |
