Online Direct, Res International And Comcentral Amalgamation
Online Direct Inc. ("ODI") , RES International Inc. ("RES") and ComCentral Inc. ("CCI") , are pleased to announce that they have amalgamated effective April 1, 1999.
ODI is an Ontario-based Internet marketing services company focused on delivering technology, software, and business models to expand the use of the Internet as a sales and marketing medium.
RES is an Ontario-based software development company focused on the development of Internet e-commerce solutions for business and consumer markets.
CCI is an Ontario-based Internet software development company focused on Internet community building tools and solutions.
The amalgamation was completed in accordance with the amended and restated amalgamation agreement entered into by the parties on February 19, 1999 (the "Amalgamation Agreement") and the parties have been issued a certificate of amalgamation under the Canada Business Corporations Act. The amalgamation was approved by the shareholders of ODI at a special meeting of the shareholders held on March 17, 1999, the shareholders of RES at a special meeting of the shareholders held on March 30, 1999 and the shareholders of CCI by a written unanimous resolution. All other conditions in the Amalgamation Agreement have been either satisfied or waived.
The name of the amalgamated entity is "Online Direct Inc." and it will have approximately 8.1 million shares outstanding. The common shares of RES were formerly quoted on the Canadian Dealing Network ("CDN") ; the amalgamated entity is in the process of making an application for quotation of its common shares to the CDN. Under the terms of the Amalgamation Agreement:
1. each outstanding common share of ODI will be exchanged for 0.839 common shares of the amalgamated entity;
2. each outstanding common share of RES will be exchanged for 0.042 common shares of the amalgamated entity; and
3. each outstanding common share of CCI will be exchanged for 0.686 common shares of the amalgamated entity.
RES, ODI and CCI believe that the strategic combination of their companies will allow them to combine their individual resources to enhance their ability to compete in, and profit from, the rapidly growing market for web portals, home bases and e-commerce on the Internet. The combined business will result in an entirely new type of Internet organization which will combine the concepts of web portals, home bases, e-commerce, Internet communities and web site sales, marketing and operational services, to make the Internet more accessible and easier to use for consumers, and increase the e-commerce potential for companies using the Internet as a sales and marketing medium.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction. Any such offer or sale will be made only by means of a prospectus or pursuant to available exemptions under applicable securities legislation.
TEL: (416) 366-0160 Glenn Weiers, President & CEO,FAX: (416) 366-3735 Online Direct Inc.E-Mail: weiers@onlinedirect.comWEBSITE: www.onlinedirect.comTEL: (613) 238-3690 Rolf E. Schliewen, President & CEO,FAX: (613) 235-5889 RES International Inc.E-Mail: res@RES.caWEBSITE: www.res.caTEL: (416) 449-4787 ext 228 Rene Pardo, President,FAX: (416) 449-1058 ComCentral Inc.E-Mail: rkp@user.rose.com
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This Report Updated by Canstock at 10:11:28 Pacific Time
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