SKG.TO - SKG Interactive acquires control of TomaNet Inc.
The Toronto Stock Exchange
Symbol: SKG
RICHMOND HILL, Sept. 18 /CNW/ - SKG Interactive Inc. ("SKG") (TSE:SKG)
today announced that it has entered into a private agreement with Mr. David
Hennigar and with corporations controlled by Messrs. David Hennigar and David
Lowry, pursuant to which SKG will acquire 5,535,543 common shares and
1,750,200 Class A shares of TomaNet Inc. ("TomaNet") (CDN:TOMA, TOMA.A). The
consideration payable by SKG will be 1.5 common shares of SKG, issued from
treasury, in exchange for each TomaNet share. This acquisition represents
approximately 54.2% of the 10,210,367 issued and outstanding common shares
(voting shares), and approximately 7.3% of the issued and outstanding
23,721,897 Class A (non-voting) shares of TomaNet. Completion of the
transaction is subject to regulatory approval. It is the intent of SKG to make
an offer on similar terms as those above, to acquire the remaining common and
Class A shares of TomaNet.
In connection with the transaction, each of Messrs. David Hennigar and
David Lowry will resign as officers and directors of TomaNet and its
subsidiaries and SKG will appoint three nominees to the board of directors of
TomaNet. The Class A shares of TomaNet are convertible into common shares of
TomaNet in certain circumstances. Each common share of TomaNet is convertible
at the option of the holder, at any time, into Class A shares of TomaNet on a
1 for 1 basis. The closing price of SKG's common shares on the Toronto Stock
Exchange on Friday, September 15, 2000 was $0.25.
TomaNet, based in Toronto, Ontario, is a management company that invests
in emerging and innovative computer application technology companies, and has
three operating businesses: SRB International, Inc., Great Lakes Research &
Development Corp, and Caribou Systems, a division of Great Lakes. TomaNet
reported consolidated 1999 revenues of over $15 million.
"This is a major step in SKG's process of evolving from its initial focus
as a major e-commerce destination into an applications service provider and a
wireless application service provider leveraging the technology that SKG has
developed in concert with its partners," stated Mr. Paul Romanchuk, President
and Chief Executive Officer of SKG Interactive. "We see this as a springboard
for SKG to accelerate its growth and broaden its scope as an application
service provider into the market areas currently served by TomaNet." Allan
Magnacca, President and Chief Executive Officer of TomaNet, added, "The
combination of TomaNet and SKG will provide a powerful resource to the current
clients of both companies and a solid foundation for market growth. Our
capabilities and strengths are truly complementary. Just one example is the
opportunity we have to combine SKG's ASP and wireless technologies within our
existing products. Overall, we feel TomaNet's infrastructure of resources and
significant development capabilities will accelerate SKG's evolution into a
true market leader."
About TomaNet Inc.
TomaNet is a management company that invests in emerging and innovative
computer application technology companies. TomaNet's business focus is largely
on companies that have an existing product with an identified market niche,
are currently profitable or near break even, and have significant, unexploited
market opportunities. TomaNet adds value to its wholly-owned investments by
providing management support to help them fully capitalize on their potential.
TomaNet has three operating businesses:
SRB International, Inc.
SRB develops, maintains, and markets financial and administrative
application software, including student information management
systems, to the North American educational market. Based in Markham,
Ontario, with over 70 employees, SRB serves clients throughout
Canada, the United States, and the Cayman Islands -- including
approximately 70% of all Ontario school districts. In addition, SRB
provides software development and technical support services to
approximately 50 Ontario school districts through a multi-year
support and services agreement with the Educational Computing Network
of Ontario (ECNO), a large school board technology co-operative.
Great Lakes Research & Development Corp.
Great Lakes Research & Development Corp., is a software developer and
related services provider that specializes in software design and
implementation services for Amdahl Corporation. As a certified
Microsoft Solutions Provider and a member of the Apple Enterprise
Alliance Program, Great Lakes also provides web application
development and website development and hosting for small to medium
size companies. Great Lakes has a 66.6%-owned affiliate in the United
Kingdom called Great Lakes Research & Development Ltd.
Caribou Systems
Caribou Systems designs and implements EIMS (Environmental
Information Management Systems), along with compliance management and
the Caribou HazWaste monitoring system, that are used throughout
several industrial sectors to promote best environmental management
practices; increase pollution abatement and reduction; and ensure
continuing compliance with environmental protection laws and
regulations. With this Caribou's latest contract, announced September
8, 2000, Caribou has added to an already impressive client roster
that includes industry leaders such as Northern Telecom, BASF,
Continental Oil, General Mills, Archer Daniels Midland, the Canadian
Government, Malinkrodt, Boehringer Ingelheim, 7-11 Corporation, RR
Donnelley & Sons and other companies.
About SKG Interactive Inc.
SKG Interactive Inc. (TSE: SKG) is in the process of evolving from its
initial focus as a major e-commerce destination into an applications service
provider and a wireless application service provider leveraging the technology
that it has developed. SKG is rapidly expanding NorstarMall.ca's market
exposure through co-brands of major traffic sites in Canada, while developing
plans for additional exposure in the US market, and then on a global basis.
SKG is in final negotiations with respect to an equity investment in SKG
Interactive. The completion of these transactions on the terms set out in the
agreements will allow SKG Interactive to continue its business focus as an e-
commerce and wireless solution provider in North America and enable SKG to
accelerate our growth strategy. Any financing agreements must be subject to
regulatory approval.
-30-
For further information: please visit our websites,
skginteractive.com, tomanet.com, or contact: For SKG
Interactive Inc.: Investor Relations, Tel: (905) 985-9687, Fax:
(905) 985-8238, Email: investorinquiries@skginteractive.com; For TomaNet
Inc.: Tel: (416) 362-6350 ext. 22, Fax (416) 362-6777, Email:
info@tomanet.com |
