To: SSP who wrote (16084 ) 12/8/1999 12:37:00 PM From: Jim Bishop Read Replies (2) | Respond to of 150070
FOCS flying and there is impact date in the news today, good one DD and Gl. LAS VEGAS--(BUSINESS WIRE)--Dec. 7, 1999--FiberChem Inc. (OTCBB:FOCS - news) announced that it has reached a definitive Agreement with Intrex Data Communications Corp. of Vancouver, British Columbia, to combine the businesses of FiberChem and Intrex. Under the terms of the Agreement, the shareholders of each company will own an equal share of the combined company. FiberChem is to be renamed DecisionLink Inc., which will continue to be traded on OTCBB. Intrex is a private company and its proprietary Internet and communications technology provides customers with a real-time system for communicating data to or from remote or mobile assets using wireless, satellite or cellular data systems. That data is routed through Intrex's Global Data Network or GDN which acts as a data gateway and an Applications Service Provider or ASP. Using the Internet and wireless communications, the GDN allows a customer to monitor and control remote or mobile assets such as gas wells, pipelines, compressors, storage tanks, offshore platforms, or service vehicles directly from a desktop PC using the Internet and wireless communications. Customers are able to securely share Intrex's proprietary software and systems to communicate with their assets while saving the substantial expenses associated with developing and implementing their own operational systems. Geoff Hewitt, Chairman and CEO of FiberChem, said: ''This merger marks a major change in direction for FiberChem. The main focus will now be on recurring monthly revenues rather than on the one-time sale of sensors or monitoring equipment. Last year our shareholders overwhelmingly supported our proposed new strategy of diversification away from the past total dependence on regulated markets. ''The signing of this agreement signifies the beginning of a new and exciting era. DecisionLink's plan is to make an immediate impact in the emerging Business to Business (B2B) Internet information marketplace. The Wall Street Journal recently characterized this segment of the market as a $6 billion opportunity consisting of both hardware sales and recurring communications revenues. ''DecisionLink will focus on providing information in the form of wireless data and supervisory control and data acquisition (SCADA) services to businesses via the Internet and value-added service through applications software in its GDN. Our target customers will be from literally every segment of the petroleum industry worldwide, as well as from the utility, environmental, transportation and service sectors. ''In many cases, these will be companies to which FiberChem has historically provided its PetroSense® sensors and monitoring products. DecisionLink will continue to market patented FiberChem monitoring products but plans to offer integration of those sensors into the Company's full reporting or control system. This service will produce significant additional revenues through monitoring and ASP services that will generate both hardware and software sales and recurring monthly service revenues.'' Intrex is a licensed reseller of the Orbcomm Global LP low earth orbit or LEO satellite data and messaging communications services. Orbcomm is a partnership owned by Orbital Sciences Corp. (Nasdaq:ORBI - news) and Teleglobe Inc. of Canada (NYSE and Montreal:TGO - news news). DecisionLink will also have access to other communication agreements brought by Intrex that provide satellite services through Norcom Inc. as well as digital cellular services. David Peachey, CEO of Intrex, said: ''Intrex has spent the past five years developing its technology and we were seeking a partner with a strong customer base in the markets we are pursuing. We believe FiberChem is an ideal partner that has a substantial petroleum industry customer base, outstanding technology that can be combined with our systems, an excellent reputation with major customers and a dedicated team of professionals. ''We believe integrating FiberChem's sensor technology with our wireless communications and Global Data Network services provides DecisionLink's customers with the critical ability to monitor their assets beyond terrestrial data links. The Global Data Network enables us to combine a customer's data from a variety of communication sources such as satellites, landlines, radio systems and the Internet. ''We can then add value to the data through our Application Services and deliver information seamlessly via the Internet. The Global Data Network also allows customers to send messages, information, or instructions to their remote assets. In an ever-changing global economy, immediate access to information has never been so important to the decision-making process. ''We are expecting this technology to present significant growth opportunities to DecisionLink, its stockholders, management and employees. We believe that this Agreement puts together an aggressive and focused group of professionals, able and ready to capitalize on the dynamic new markets related to wireless communications and the Internet.'' DecisionLink will continue to pursue FiberChem's existing markets such as the aboveground storage tank, offshore and sensor markets while taking the opportunity to incorporate Intrex's technology wherever appropriate. Intrex will also bring new markets to DecisionLink that can incorporate the FiberChem technology. DecisionLink will maintain corporate headquarters in Las Vegas; operational, production and domestic and South American sales offices in Dallas; and Asian and European sales offices in Vancouver, British Columbia. Sensor development and production will remain in Las Vegas. Intrex is a private company with about 60 shareholders and under the British Columbia Company Act, the Plan of Arrangement must be submitted to the Supreme Court of British Columbia for ruling as to its fairness to shareholders and others. After appropriate shareholder, regulatory and Supreme Court of British Columbia approvals and satisfaction of usual closing conditions, the two existing companies will combine their operations. The Plan of Arrangement is also subject to adequate financing being obtained at the time of the merger to ensure that the new business plan requirements are met. It is expected that the merger will be consummated in early 2000. The securities being offered to Intrex shareholders will not be registered under the Securities Act of 1933 and will be offered in reliance on an exemption from such registration requirements. This news release includes forward-looking statements relating to the Company's operations that are based on Management's and third parties' current expectations, estimates and projections. These statements are not guarantees of future performances and actual results could differ materially. The statements in the news release regarding FCI's proposed merger with Intrex, the combined entity's delivery of services over the Internet and the size of the market for the combined company's services, are forward-looking statements that involve risks and uncertainties. These risks and uncertainties include, FCI's ability to complete the merger, the combined entity's ability to market its services using the two companies' technologies, the timely development and acceptance of new products, final promulgation and enforcement of regulations, the impact of competitive products and pricing, the timely funding of customers' projects, customer payments to the Company and other risks detailed from time to time in the Company's Securities and Exchange Commission reports. Contact: Continental Capital & Equity Corp. Scott A-B Gibson, 407/682-2001 www.insidewallstreet.com (Click on Special Situations) e-mail: scott@insidewallstreet.com