Your welcome Jim,
Forward looking statement, but alas no date for merger.
First public shell was SBX.TSE, then merged with CD-Plus on a 1-5 reverse to form CDW.TSE. Now maybe this. If they keep this up I might only have 1 share left.
FULL TEXT-CD Plus Warehouse merger
October 5, 1999 09:26 AM
(Full text of press release from Canada NewsWire) CD Plus.com Ltd. and CD Warehouse, Inc. announce agreement to combine operations
Combined Company will become 4th Largest Music Retailer in North America
TORONTO, Oct. 5 /CNW/ - CD Plus.com Ltd. (The Toronto Stock Exchange: CDW) and CD Warehouse, Inc. (NASDAQ NMS: CDWI) announced today that they have executed a letter of intent to merge the operations of the two companies.
CD Plus.com is one of Canada's leading retailers of music and entertainment products, with over 150 stores in nine provinces and the Yukon Territory operating under the
banners CD Plus.com, AVE Entertainment, Big K and Urban Sound Exchange. CD Warehouse franchises and operates a total of 340 retail music stores in 40 states, the District of
Columbia, Canada, England, France, Guatemala and Venezuela under the names CD Warehouse, Disc Go Round, CD Exchange and Music Trader. Both companies also operate leading e-commerce web sites - www.cdplus.com and www.cdwarehouse.com- that sell music products. The companies are also leaders in the sale of pre-owned music product, a unique offering which they believe will be a key part of their overall growth
strategy.
The combined entity will operate almost 500 stores (220 Company-owned, 274 Franchised) and have projected system-wide sales, including franchises, of approximately
CDN$243 million. Combined corporate revenue on an annualized basis, excluding franchises, is expected to exceed CDN$125 million.
The share exchange ratio and all other aspects of the transaction will be finalized in the definitive merger document. The merger is dependent upon, among other things, the completion of appropriate due diligence, the receipt of fairness opinions from the financial advisors to the respective companies, regulatory approvals, approval of the shareholders of both CD Warehouse, Inc. and CD Plus.com Ltd. and the completion of definitive merger documents.
"Joining forces with CD Warehouse is a very positive strategic step for CD Plus.com," said Wayne Albo, Chairman of CD Plus.com Ltd. "We are very excited about the
opportunity that this presents to our shareholders and for the future development of the Company. We have experienced a tremendous pace of growth. As we looked at our industry and saw the emergence of CD Warehouse as the premier U.S. retailer in the sale of pre-owned music, it became apparent that both companies could derive significant benefit by being one."
Jerry W. Grizzle, Chairman, President and Chief Executive Officer of CD Warehouse, Inc. states, "By combining the operations of our two strong companies, this gives us the
opportunity to further expand our strength in the pre-owned music arena. In considering their current base of stores, their operation of the first music retailing website in Canada and incorporating our knowledge of the pre-owned music business, we believe this provides us with a significant advantage over other music retailers. CD Plus.com also has considerable experience in operating outside of the United States, which should be a significant benefit to our continued growth. The merger will combine the market strengths of our respective companies so that the future success of the merged company will be greatly enhanced over those for either company alone."
The Companies also intend to link their respective websites. CD Warehouse, Inc. has recently announced the addition of over 1,000,000 available pre-owned CD's to its website
www.cdwarehouse.com. This e-commerce model, which is the subject of a pending process patent, routes an incoming order for a pre-owned CD to the articipating bricks-and-mortar CD Warehouse store which has the title and is closest to the customer. The store then fills the order and ships it directly to the consumer. Stated Grizzle, "Our
business model is strategically different from other online competitors. First, there are no added inventory costs for either pre-owned or new titles. Secondly, because the closest local store ships the product, the customer receives their order quickly. Finally, the Web site reflects the pre-owned inventory from stores throughout the country, giving the consumer a wider selection of titles available than what would normally be offered by a single store."
CD Plus.com launched Canada's first on-line music retailing site in 1996. Since its inception in 1992, CD Plus.com has realized strong, strategic growth through the acquisition of retail chains in key geographical centers. The Company also expanded into new services and markets, such as Internet music retailing, the downloading of digital music through the Internet, pre-owned CD retailing and catalogue mail order. While CD Plus.com's online business is a key element in the Company's growth strategy, its store locations represent the backbone CD Plus.com's music retail business.
Statements made in this press release, other than those concerning historical information, should be considered forward-looking and subject to various risks and uncertainties. Such forward-looking statements are made based on management's belief as well as assumptions made by, and information currently available to, management pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The Company's actual results may differ materially from the results anticipated in these
forward-looking statements as a result of a variety of factors, including those contained in the Company's periodic reports filed with the Securities and Exchange Commission
(available to the public at www.sec.gov). Additional information regarding the merger of CD Warehouse, Inc. and CD Plus.com Ltd. may be obtained by contacting Jerry Grizzle
at CD Warehouse, Inc., at (405) 949-2422 or Lee Sienna at CD Plus.com Ltd., at (905)629-9255.
/For further information: Jerry W. Grizzle, Chairman & CEO, CD Warehouse, Inc. (405) 949-2422; Lee Sienna, President and CEO, CD Plus.com Ltd., (905) 629-9255; Helen Ryder, BenchMark Communications for CD Plus.com, (416) 423-6605/
REUTERS |
