To: Yoav Chudnoff who wrote (1167 ) 7/29/1998 9:10:00 PM From: STEAMROLLER Respond to of 119973
EuroMed to Acquire Privately Held Tejas Securities Group Inc. of Austin, Texas Business Wire - July 28, 1998 12:11 Jump to first matched term DALLAS--(BUSINESS WIRE)--July 28, 1998--EuroMed (NASDAQ:EMED) announced today that it has reached an agreement to acquire privately held Tejas Securities Group Inc. of Austin, Texas, for 8.3 million shares of EuroMed Class B Common Stock. EuroMed currently has 1,407,000 shares of Class A Common Stock outstanding and outstanding options to purchase 300,000 shares of the Class A Common Stock. As part of the agreement, the Class A Common Stock will be entitled to any distributions from the sale or spinoff of the minority ownership position of EuroMed Europe B.V. and any recovery from its judgment against Gregory Alan Gaylor, a former director of EuroMed. 2.4 million of the 8.3 million shares of Class B Common Stock will be held in escrow for key employees of Tejas Securities Group Inc. 800,000 shares will be released when the Class A Common Stock has traded at $2.25 or more for 20 consecutive trading days; another 800,000 will be released from escrow when the Class A Common Stock has traded at $3.75 for 20 consecutive trading days; and the remaining 800,000 shares will be released when the Class A Common Stock has traded at $5.25 or more for 20 consecutive trading days. In addition, at anytime Tejas Securities Group Inc. reports net income of more than $3 million all the escrow shares will be released. Finally, the shares of Class A Common Stock held in escrow will be released upon the third anniversary of this agreement so long as the holder is an employee at such date. Tejas Securities Group Inc. is a full-service investment banking firm. In the past 12 months, Tejas has completed $28 million in public offerings including: 1.2 million Units @ $7.50 for Westower Corporation; 1 million shares @ $10.00 of 15 percent Preferred Stock for AutoBond Corporation; and 1.2 million shares of Common Stock @ $7.50 for Transnational Financial Corporation. In addition, Tejas is currently in registration with the Securities and Exchange Commission on three additional offerings aggregating approximately $25 million. In 1997, Tejas had revenues of $6,496,909 and pretax income of $474,035. "One of the most exciting aspects of this transaction is Tejas receives underwriter warrants in many of its transactions, 40 percent of the warrants earned by Tejas are retained for the benefit of all the shareholders," said Elbert G. Tindell, EuroMed's chief executive officer. In addition, Tindell said, "The commitment to ownership by all of the employees of Tejas will contribute significantly to the improvement of value to EuroMed's existing shareholders." The information set forth in this release includes "forward-looking statements" within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and is subject to the safe harbor created by those sections. SI member brought this to my attention. will watch tomorrow. SR