ITVI has lots happening but the big one is when this closes, it becomes a $1 Billion revenue company:
Wednesday January 3, 11:43 am Eastern Time
Press Release
SOURCE: iVGCorp
iVGCorp and SES-Corp., Inc. Sign Definitive Merger Agreement
Nation's Largest Privately-Held PEO Marks First iVGCorp Acquisition in PEO Industry
HOUSTON, Jan. 3 /PRNewswire/ -- Internet Venture Group, Inc. dba iVGCorp (OTC Bulletin Board: ITVI - news; www.iVGCorp.com) announced today that it has signed a definitive merger agreement with SES-Corp., Inc., the nation's largest privately held, full service Professional Employer Organization (``PEO'').
SES, a pioneer in the PEO industry, is headquartered in Auburn Hills, Michigan and currently has 10 offices in 9 states, with operations in 42 states. Founded in 1989, SES provides PEO services to over 3,000 client employers and more than 40,000 work site employees throughout the United States. SES was recently named to a Forbes listing of America's Top 500 private companies. Based on SES' unaudited financial statements at and as of the nine months ended September 30, 2000, SES had assets of approximately $30 million, revenues for the nine month period of $690 million, and a net loss for the nine month period of $1.9 million.
In consideration of the merger, the former shareholders of SES will receive a number of restricted shares of iVGCorp common stock equal to 25% of the outstanding iVGCorp common stock immediately prior to the closing of the merger. An additional number of restricted shares equal to up to 8% of the outstanding iVGCorp common stock immediately prior to the closing of the merger may be issued in 2002 based upon SES' 2001 pre-tax net income. After the merger, SES will be a wholly-owned subsidiary of the Company, and will continue to operate under the SES name. Dennis Lambka and Ronald Bray, SES' principal shareholders, will join the iVG Board of Directors upon consummation of the merger.
Consummation of the merger is subject to various conditions, and is scheduled to be completed in the first quarter of 2001.
``This agreement represents the central asset in our strategy to consolidate the PEO industry under the iVGCorp umbrella,'' stated Elorian Landers, CEO of iVGCorp. ``iVGCorp and SES have developed an aggressive consolidation plan to acquire strategic regional PEOs. In addition to acquiring approximately $900 million in revenues for 2001, we believe our business model will enable us to improve the operating margins and earnings of our PEOs by increasing products and human resource services to our clients and employees.''
Dennis Lambka, CEO of SES, stated, ``Our intent is that the acquisition of SES is only the first of a series by iVGCorp in the PEO industry. We look forward to working with the iVGCorp team to strategically expand its PEO business, improve corporate earnings and enhance long-term shareholder value.''
About iVG
iVGCorp focuses on the acquisition, development and operation of a portfolio of companies engaged in business-to-business and business-to- consumer e-commerce, as well as e-commerce suitable brick-and-mortar (``BAM'') or ``click-and-mortar'' (``CAM'') business activities.
iVGCorp's business strategy is to acquire, develop and operate unique e-commerce and e-commerce suitable BAM and CAM companies that are leaders in their commercial niche by virtue of a compelling business model, technology and/or proprietary service. iVGCorp provides a value-added corporate structure intended to enable its portfolio companies to quickly leverage their expertise and deploy their business strategy by utilizing the management, financial and corporate resources of the Company. iVGCorp is headquartered in Houston, Texas.
This release includes forward-looking statements, including statements relating to the consummation of our proposed merger with SES, our proposed acquisition of strategic regional PEOs, our future financial performance, our business strategy for consolidating PEOs and improving their margins and earnings. These statements are made under the ``safe harbor'' provisions of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include, among others: the ability to achieve or sustain profitability; limited operating history; possible financing needs; risks associated with identifying and completing acquisitions; risks associated with the integration of acquired technologies, operations and personnel; risks of being deemed an investment company; exposure to unforeseen liabilities of acquired companies; the requirement to record additional future operating costs for the amortization of goodwill and other intangible assets, which amounts could be significant; business conditions in the e-commerce, Internet and PEO industries generally; the impact of market competitors and their product and service offerings; and the economic, competitive, governmental, technological and other factors identified in iVGCorp's filings with the Securities and Exchange Commission. These factors are described in further detail in iVGCorp's filings with the Securities and Exchange Commission, available online at freeedgar.com.
CONTACT: iVGCorp Investor Relations, Richard Twardowski,
713-596-9313 / richard@iVGCorp.com, www.ivgcorp.com
Simplified Employment Services (SES), www.sesworks.com
SOURCE: iVGCorp |
