Rand, What does the recent News Release and the restructuring of shares for the new company mean to existing shareholders and share price??? Also, does anyone know the impact of the 1997 & 1998 news releases, when they say the VISA deal was not consummated???
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Tuesday October 13, 9:22 am Eastern Time
Company Press Release
Net1 U.E.P.S. Technologies Announces Restructuring
BELLEVUE, Washington--(BUSINESS WIRE)--Oct. 13, 1998--Net1 U.E.P.S. Techno(NASDAQ:NUEP - news) Net 1
U.E.P.S. Technologies, Inc. (''NUEP'')(Electronic Bulletin board - NUEP) is pleased to announce a restructuring pursuant to
which NUEP will be combined with and succeeded by a new non-US based corporation (''NewCo''). As a result, NewCo's
operations will enjoy substantially more efficient tax treatment which will enhance its ability to raise the capital required to
exploit the Universal Electronic Payment System (''U.E.P.S.'') technology on a world wide basis. In addition, a new
management team and Board of Directors has been identified for NewCo which will provide NewCo with a broad range of
experience and expertise to lead NewCo beyond the next millennium.
Existing shares in NUEP will be exchanged for shares in NewCo such that each public shareholder's percentage interest in
NewCo will equal its percentage interest currently held in NUEP. The shares in NewCo will be subject to certain preferred
interests that arise from the restructuring. The NewCo shares will continue to trade publicly in the U.S. This transaction is
similar in concept to structures adopted by other high profile technology and communications companies with international
operations and revenues.
An information statement explaining the restructuring in detail will be sent to each shareholder as soon as possible.
''NewCo's strategic plan is to facilitate and emulate, as far as possible, the business models that have been promoted in South
Africa through Net1 Applied Technology Holdings Limited (''Aplitec'') the shares of which are listed on the Johannesburg
Stock Exchange. The Aplitec business paradigm as tested over the last nine years is now ready to be implemented in
emerging regions throughout the world such as Central America, South America, Eastern Europe, Middle East, the rest of
Africa and Australia through licensing arrangements, joint ventures and independent operating companies.'' said Serge
Belamant, Chief Executive Officer of NUEP.
NewCo will be the principal vehicle through which the U.E.P.S. technology is controlled, marketed, distributed and
promoted around the world. As a result, NewCo will own the FTS patent and the Visa International royalty contract
described in prior NUEP press releases. The acquisition of the FTS patent and the Visa contract previously announced by
NUEP in press releases in November 1997 and February and April 1998 were not consummated due to certain conditions
precedent not having been met. However, the non-transfer of the assets has permitted NUEP to adopt this plan to deliver
enhanced shareholder value.
NewCo will have the right to acquire, for consideration to be determined, certain contracts related to existing operations that
utilize the U.E.P.S. technology in Ghana, certain former Soviet Republics, Malaysia and Chile, as well as the FTS patent and
its related income streams for South Africa and its surrounding territories. If these acquisitions are concluded, NewCo will
own all the registered patent rights on a world wide basis together will all the U.E.P.S. related licence contracts and will be
the sole vehicle for the exploitation of the U.E.P.S. technology.
Mr. Claude Guerard has been appointed a director of NUEP. Mr. Guerard is currently a General Manager of Gemplus, the
largest smart card manufacturer in the world. In this capacity Mr. Guerard replaces James N. Rodgers who has resigned as
President and director. Mr. Edwin Austin, NUEP's Chief Financial Officer recruited by Mr. Rodgers has also resigned. Prior
to joining Gemplus, Mr. Guerard spent thirteen years in sales and marketing management positions with IBM, was Vice
President Europe for Nashue office products and President for A.M. International Europe.
Serge Belamant will continue as Chief Executive Officer of NUEP.
The foregoing contains forward-looking statements, which are subject to contingencies and uncertainties that may or may not
occur. NUEP therefore cannot guarantee that the restructuring will be consummated as planned. Forward looking statements
are not guarantees of future performance, and are based on numerous assumptions about future conditions that could prove to
be inaccurate. Actual events, transactions, and results may differ materially from anticipated events, transactions or results
described in such statements. Material uncertainties about the future of NUEP exist.
Serge C.P. Belamant Claude Guerard Board of Directors
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Later...Gator |
