Silicon Valley-Based Infolocity Inc. to Merge With IAT Resources Corp.; Deal Valued at $14 Million
Business Wire - August 18, 1999 08:31
LOS ANGELES--(BUSINESS WIRE)--Aug. 18, 1999--IAT Resources Corp. (Nasdaq:IATR) Wednesday announced that it has entered into a Letter of Intent to merge with privately held Internet company Infolocity Inc.
Infolocity assists publicly traded companies to effectively minimize the impact of negative and false information posted on the Internet in real time, through its proprietary search technology.
The terms of the merger currently contemplate a tax-free exchange of common stock of IATR for 100 percent of the issued and outstanding shares of Infolocity. The transaction is subject to stockholder approval by IATR's stockholders under the rules of the NASDAQ Stock Market.
In addition, the transaction is subject to IATR arranging a $2 million bridge loan to Infolocity, prior to execution of the merger agreement, which is currently scheduled for mid-September 1999.
Infolocity was founded by its largest shareholder James J. Cerna Jr., chief executive officer, formerly manager of the GT Global/AIM Funds Performance & Risk Analysis Group in San Francisco.
Cerna stated, "While at AIM Funds, I realized the need for countering erroneous information on the Internet. I retained Carlos Gonzalez, an Internet software development specialist, and now Infolocity's CTO, and worked with him in the development of the company's proprietary software system."
Infolocity's primary division, InvestorFacts (www.investorfacts.com), is the premier Internet-based information management service providing its clients with real-time analysis of all relevant online communications. InvestorFacts' client roster includes numerous NASDAQ and New York Stock Exchange corporations, some of which are Fortune 500 companies.
Using its proprietary Internet monitoring and search technology, InvestorFacts monitors more than 50,000 Internet locations, including Web sites, message boards, chat rooms, news groups, discussion forums and electronic magazines.
In addition, InvestorFacts offers alert services, response services and, at the client's option, will request ISP removal of inaccurate postings as well as the dissemination of accurate information in the event that the marketplace is misinformed.
Irwin Meyer, IATR's CEO, stated, "Infolocity's core business, through their InvestorFacts division, addresses one of the most critical issues facing public companies today. Internet misinformation is running rampant and seriously impacting the securities of many companies.
"By providing real-time qualitative and quantitative analysis, InvestorFacts offers its clients the opportunity to immediately counter false information on the Internet with accurate facts. InvestorFacts currently has no competition that is able to provide real-time search, monitoring and analysis of the Internet."
Cerna added, "There are approximately 17,000 public companies whose securities are traded on the major domestic exchanges today and this number increases annually. The list of potential clients for the InvestorFacts service includes every public company in the U.S. and abroad that is concerned about this serious issue, as well as the online perceptions of investors and consumers."
Victor A. Holtorf, president of Infolocity and former vice president and CFO of a subsidiary of Oracle, commented, "As part of our long-term strategic plan, we intend to develop numerous Internet-related products that will make use of our proprietary real-time search technology. We believe the adaptability and scalability of our system opens a vast number of potential uses in both business-to-business and the consumer/e-commerce arenas. We are currently testing our first consumer Web site, which will be announced shortly."
Upon conclusion of the merger, Cerna, Holtorf and Gonzalez will retain their titles at Infolocity. In addition, Cerna will become executive vice president/Strategic Planning and Holtorf will become executive vice president/COO of IATR. Both Cerna and Holtorf will join the Board of Directors of IATR upon consummation of the transaction.
This transaction is also subject to customary closing conditions, including a definitive acquisition agreement, revised business plan and employment agreements. The basic terms of the merger agreement and employment contracts have been agreed to in the Letter of Intent.
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties. A number of factors could cause actual results to differ from those indicated in the forward-looking statements, including the satisfaction of all conditions to closing identified in the Letter of Intent and in final documentation, the closing of the transaction with Infolocity, general economic conditions and other risks that are discussed in the company's filings with the Securities and Exchange Commission (including the company's Annual Report on Form 10KSB). The company undertakes no obligation to publicly update or revise the forward-looking statements whether as a result of new information, future events or otherwise.
CONTACT: IAT Resources
Irwin Meyer, 323/634-8634
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