To: capt rocky who wrote (2761 ) 11/9/1999 12:40:00 PM From: Rick Hudson Read Replies (1) | Respond to of 3198
Tuesday November 9, 5:00 am Eastern Time Company Press Release SOURCE: Digital River, Inc. Digital River Expects Transaction with Tech Squared to Close in December S-4 to be Filed in Connection with the Transaction; Tech Squared Shareholder Vote Expected on December 10 MINNEAPOLIS, Nov. 9 /PRNewswire/ -- Digital River, Inc. (Nasdaq: DRIV - news) announced that the asset purchase agreement with Tech Squared (OTC Bulletin Board: TSQD - news) which was announced on July 11, is expected to close in mid-December. In the transaction, Digital River will receive 3,000,000 shares of its own common stock owned by Tech Squared and $1.2 million in cash, and in exchange will issue 2,650,000 shares of Digital River common stock to Tech Squared. The transaction will reduce the number of Digital River shares outstanding by 350,000. All of the operations of Tech Squared, including its catalog and distribution businesses, are required to be sold or liquidated prior to the transaction closing. As the next step, Digital River will file a Form S-4 registration statement with the Securities and Exchange Commission today in connection with the transaction. Following effectiveness of the registration statement, which is expected shortly, Tech Squared is expected to mail proxy materials to its shareholders to solicit shareholder approval of the voluntary dissolution of Tech Squared at a shareholder meeting expected to be held on or about Dec. 10, 1999. The transaction is expected to close shortly thereafter. ''We are pleased that this transaction, which benefits both parties involved, is on track to close in mid-December,'' said Perry Steiner, president of Digital River. ''Digital River is buying back 3,000,000 shares of stock and receiving $1.2 million in cash in exchange for the issuance of 2,650,000 shares of stock. Our shareholders will all share in the benefits of reducing our shares outstanding by 350,000 shares through this transaction. The Tech Squared shareholders will also benefit by becoming direct shareholders of Digital River, thereby eliminating the inefficiencies associated with the indirect ownership structure.'' About Digital River Digital River, Inc., based in Minneapolis, is the largest online source of software and a leading outsource provider of Web-based commerce solutions. The company provides more than 5,000 software publishers and online retailers with its proprietary technology for Internet delivery of more than 100,000 digital products, including 30,000 software products and applications. For more information, visit Digital River's Web site at digitalriver.com .