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News article received, Wednesday, April 28, 1999 1:07:14 PM EST
Interactive Gaming & Communications Corp. Announces Plans to Acquire Controlling Interest of Century Industries Inc.
PLYMOUTH MEETING, PA. (April 28) BUSINESS WIRE -April 28, 1999-- Interactive Gaming & Communications Corp. (IGC) (Nasdaq OTC BB:SBET) has signed a Memorandum of Understanding which contemplates the acquisition of the control shares of Century Industries Inc. (PHLX:CII.A,CII.B) (OTC BB:CNTI), in at least 60% of the voting control of Century.
IGC and Century had previously announced a Joint Effort, Gamblenet Technologies Ltd. formed to complete and market IGC's Internet based ToteMaster and StockSleuth software platforms.
Century had assets of $9,696,583, capital of $4,450,413, and revenues of $12,008,896 at year end 1998. IGC will consolidate its ownership portion of Century as a 2nd quarter 1999 event, should a final agreement be executed. The additional capital should qualify IGC for an upgraded stock exchange listing, as it is already a fully reporting company, if a final agreement is consummated.
The purchase price arising from any final agreement will be based upon the issuance of IGC warrants for common shares valued at the underlying market value at 4-23-99 on a tax free exchange basis for Century's voting control shares at book value, which will be accounted for as non-dilutive and will not create any good will due to cost in excess of market value for IGC. Such a method of valuation will be accounted for as net tangible capital for IGC's upgraded listing purposes in the approximate amount of $2,500,000 additional capital, if an agreement relating to these terms can be realized.
Robert Kelly, Century's executive vice president and director stated: "Century never received any stock market recognition as it is fundamentally stable but operates unexciting steel and insurance businesses. IGC is developing and marketing exciting Internet gaming products. IGC's possible acquisition of Century will provide IGC with substantial capital and revenues, positioning IGC as the leader in Internet gaming developers. Century's operating subsidiaries are 45 and 20 years old respectively. This possible acquisition should provide our shareholders with real value."
Michael Simone, IGC's president stated: "IGC was the first company to introduce Internet gaming with the debut of its LiveAction casino and sportsbook platform at a cost of over $2 million. Now that we are licensing our platform to international casinos and sportsbooks, and have divested our gaming operations, we are concentrating on the continued development of the LiveAction Casino & Sportsbook Platform and the introduction and completion of ToteMaster. Any possible acquisition of Century would insure that IGC can outdistance the competition. This possible acquisition provides IGC and its shareholders with real financial substance."
IGC will be consolidating resources and management of Century into its headquarters in Plymouth Meeting where its Intersphere subsidiary's programming and marketing staff are already in place. Century has also provided IGC with additional development funds through their Gamblenet Technologies Joint Effort formed to complete the ToteMaster Internet thoroughbred racing and gaming platform, based upon earlier announced agreements.
The Memorandum further provides for IGC appointing new directors to Century's board, and adding certain new members to IGC's board of directors. Robert Kelly and William Balla, both Century directors, are expected to join IGC's board.
Combined, the two companies would employ in excess of 160 salaried people.
Century Industries Inc. was founded in 1992, and owns Century Steel Products, a 20 year old steel fabricator, and Scibal Associates, founded in 1953, a third party insurance claims administrator, acquired in 1996 by Century. Scibal Associates has developed its own proprietary software for interaction with its clients.
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Forward-looking statements in this release are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including, without limitation, continued acceptance of the company's products, increased levels of competition for the company, new products and technological changes, the company's dependence upon third party suppliers, intellectual property rights, and other risks detailed from time to time in the company's periodic reports filed with the Securities and Exchange Commission.
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