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Gold/Mining/Energy : BCE Emergis - global e-commerce
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To: Bill Holton who wrote (160)8/23/1998 2:54:00 PM
From: sPD  Read Replies (1) of 1341
 
Recommendation of the BOD re Emergis acquisition - from the Notice.

The Board of Directors of the Corporation has carefully considered the transaction contemplated by the Agreement and believes that the existing business of the Corporation will be greatly enhanced by the addition of the complementary assets to be contributed by Bell Canada under the Agreement. As a result thereof, the Corporation will have a critical mass of assets, clientele and financial resources which will allow the Corporation to be a world class competitor in the rapidly evolving area of electronic commerce. In particular, the transaction contemplated by the Agreement will provide the Corporation with the following benefits:

a) the Corporation will have the enhanced credibility that an association with Bell Canada can bring;

b) the Corporation will have the opportunity to sell its existing e-commerce services and the newly acquired new E-Commerce Business services to Bell Canada, its subsidiaries and the entire Bell Canada customer base;

c) the Corporation will be able to expand its focus in transportation, financial, mortgage and internet commerce verticals with the E-Commerce Business' focus on manufacturing, health, government and other vertical market segments;

d) the Corporation will have the critical mass necessary to compete for major contracts anywhere in North America;

e) the transaction will vault the Corporation into the top five e-commerce companies in North America and position it as number four in terms of market capitalization behind NASDAQ-listed Sterling Commerce, Harbinger and Envoy;

f) the Corporation will have a stronger market capitalization based on current market price levels and be well positioned to grow through acquisitions in the U.S.; and

g) the Corporation will acquire new management talent from Bell Canada, such as Messrs. James Tobin and Christian Trudeau who will respectively become the Chairman and the Chief Operating Officer of the Corporation.

The Board of Directors therefore unanimously recommends that shareholders of the Corporation vote in favour of the resolution approving the Agreement.

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