CGYC -- .12 x .13 Merger news with AMEX company....
January 18, 2001 09:54
Carnegie International and Host Funding Sign Letter of Intent to Merge
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BALTIMORE, Md. and MORAGA, Calif., Jan. 18 /PRNewswire/ -- Carnegie International Corporation (OTC Bulletin Board: CGYC) and Host Funding, Inc. (Amex: HFD), announced today that they have signed a Letter of Intent to merge.
The merger is scheduled to close by April 16, 2001, following negotiation of definitive contracts, corporate filing requirements and completion of due diligence. Host Funding will be the surviving corporation of the merger, with Carnegie's management team, led by Chairman E. David Gable and President Lowell Farkas, guiding the consolidated company. The resulting company will be based at Carnegie's existing headquarters in suburban Baltimore.
Carnegie is an Internet support and computer telephony holding company, and Host Funding is a hotel real estate holding company that owns 11 limited service hotel properties in 6 states. Host Funding also has a minority interest in four hotel properties in Mexico, partnering with a group that owns 34 other properties in that country. "This relationship with a Mexican-based hospitality company should be beneficial in acquiring new business for Carnegie's Paramount Communications subsidiary, which serves hotels and other businesses, primarily in 'zero-plus,' call auditing and international one-plus sectors," Farkas said.
Farkas said the planned merger "will result in an overall stronger balance sheet for both companies as well as helping us to achieve the 'critical mass' necessary to increase our revenues and develop new business opportunities."
"The result of the merger with Carnegie, which has existing business interests in our core hospitality market, will be a larger organization with substantially increased financial resources and a much stronger balance sheet," said Patterson, adding, "we think the benefits to our shareholders should be evident almost immediately."
Carnegie's Farkas said, "Current Host Funding shareholders also should benefit from the increased liquidity for their stock," noting that there are approximately 11 thousand Carnegie shareholders, "more than tripling the current shareholder base of Host Funding. Carnegie shareholders," he said, "would have majority ownership in the new company."
"Carnegie hopes its shareholders may also ultimately benefit from having shares listed on the American Stock Exchange (Amex), from an additional $4 million in annual revenues, and from $4 million-plus in additional assets," Farkas said. He also acknowledged that Host Funding was notified earlier this month by the Amex that the company no longer complies with its continue listing guidelines, and that it intends to file an application with the Securities and Exchange Commission to strike Host Funding common stock from listing and registration on the Exchange. (See "Host Funding, Inc., Gets Delisting Notification from Amex," January 11, PR Newswire.)
"Host Funding has notified Amex that it plans to appeal this determination and has requested a hearing before a committee of the Amex Board of Governors," said Farkas. Mr. Farkas also noted that the surviving company plans to file an initial listing application for the company's common stock if the appeal of Host Funding's delisting is not successful and if the company meets initial listing criteria following the merger. "We cannot give any assurances that the Exchange will approve Host Funding's appeal or that an initial listing application would be approved, but we have confidence in the fairness of the Exchange and its listing qualification staff relating to the appeal or new application for a new listing of the combined company."
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this Press Release (as well as information in oral statements or other written statements made or to be made by Carnegie International Corporation and/or Host Funding, Inc.), contain statements that are forward-looking, such as statements relating to the future anticipated direction of the telecommunications industry, plans for future expansion, various business development activities, planned capital expenditures, future funding sources, anticipated sales growth, and potential contracts. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of Carnegie International Corporation. These risks and uncertainties included, but are not limited to, those relating to development and expansion activities, dependence on existing management, financing activities, domestic and global economic conditions, change in Federal or state laws, and market competition factors.
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this Press Release (as well as information in oral statements or other written statements made or to be made by Carnegie International Corporation and/or Host Funding, Inc.), contain statements that are forward-looking, such as statements relating to the future anticipated direction of the telecommunications industry, plans for future expansion, various business development activities, planned capital expenditures, future funding sources, anticipated sales growth, and potential contracts. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of Carnegie International Corporation. These risks and uncertainties included, but are not limited to, those relating to development and expansion activities, dependence on existing management, financing activities, domestic and global economic conditions, change in Federal or state laws, and market competition factors.
SOURCE Host Funding, Inc.
/CONTACT: Lowell Farkas of Carnegie International Corporation,
410-785-7400, or lfarkas@carnegieint.com; or David A. Kaminer of The Kaminer
Group, 914-684-1934, or dkaminer@kamgrp.com/
(HFD CGYC) |
