New Visual Entertainment, Inc. Adopts Shareholder Rights Plan
SAN DIEGO, Aug 10, 2000 (BUSINESS WIRE) -- New Visual Entertainment, Inc. (OTCBB: NVEI chart, msgs), a pioneer in the development of proprietary transmission technology focused on delivering the ultimate "last mile" solution, today announced that its Board of Directors has adopted a shareholder rights plan in which one Right will be distributed on August 21, 2000 as a dividend on each outstanding share of the Company's Common Stock.
Ray Willenberg, Jr., Chief Executive Officer of New Visual, stated "The Rights are designed to allow all of our shareholders to realize the long-term value of their investment in the Company by encouraging any prospective buyer to negotiate with the New Visual Board of Directors. The Rights will not restrict consideration by the Board of any acquisition offer on terms favorable to all shareholders." Mr. Willenberg explained that the Board adopted the plan to guard against possible coercive or unfair takeover tactics and to prevent any potential acquirer from gaining control of the Company without offering a fair price to all of the Company's shareholders. "The adoption of the Rights Plan is an expression of our confidence in our Company's future and the Board's determination that all of our shareholders be given every opportunity to participate fully in that future," added Mr. Willenberg.
Each Right will entitle the New Visual shareholders to purchase 1/1000th of a share of a new series of junior participating preferred stock of the Company at an exercise price of $200 per Right. The Rights will be exercisable only if another person (an "Acquiring Person") acquires or announces its intention to acquire beneficial ownership of 20% or more of New Visual's Common Stock. After any such acquisition or announcement, the Company's shareholders, other than the acquirer, could then exercise each right they hold (i.e. one right per share of common stock) to purchase the Company's Common Stock at a 50-percent discount from the market price. For example, if, at the time of the acquisition, the Company's Common Stock were to have a market value per share equal to $100, the holder of each right, other than the acquirer, would be entitled to receive four (4) shares of the Company's stock for $200.
In addition, if, after another person becomes an Acquiring Person, New Visual is involved in a merger or other business combination in which it is not the surviving corporation, each Right will entitle its holder to purchase a number of shares of common stock of the acquiring company having a market value equal to twice the exercise price of the Right For example, if, at the time of the acquisition, the acquiring company's common stock had a market value of $100, the holder of each right would be entitled to receive four (4) shares of the acquiring company's common stock for $200. Prior to the acquisition by a person or group of beneficial ownership of 20% or more of the Company's Common Stock, at the option of the Board of Directors, the Rights are redeemable for $.001 per Right.
The dividend distribution will be made on August 21, 2000, payable to shareholders of record on that date. The rights will expire on August 21, 2004.
About New Visual Entertainment, Inc.
New Visual is pioneering the development of a proprietary broadband transmission technology with the mission to utilize existing copper telecommunications infrastructure to deliver high data content to the home or office at VDSL (52Mbps) data transfer rates. Through its New Wheel Technology, Inc. subsidiary, New Visual is developing this technology, which would allow the bundling of voice, video and data over existing copper telephone wires, eliminating the need for fiber optic cable to the home or office. Its initial development efforts are focusing on "Very High rate Digital Subscriber Line" (VDSL), and have demonstrated results exceeding industry standards. New Visual has historically been a true stereoscopic 3-D production company. Through its Impact Multimedia, Inc. subsidiary, New Visual develops web animation, streaming media, multimedia production and CD-ROM business cards. New Visual's common stock is traded on the Over-The-Counter Bulletin Board under the symbol NVEI.
With the exception of historical information contained in this release, this release includes forward-looking statements made under the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, including but not limited to the following: product development difficulties; market demand and acceptance of products; the impact of changing economic conditions; business conditions in the internet, computer, and 3D film and video industries; reliance on third parties including potential suppliers, licensors and licensees; the impact of competitors and their products; risks concerning future technology; and other factors detailed in this release and in the Company's Securities and Exchange Commission filings.
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Contact:
Continental Capital & Equity Corporation, Longwood, FL
Dodi B. Handy, 407/682-2001
dodi@insidewallstreet.com |
