TO ALL WHO MISSED THE SNEEK PEEK. This is it!
To: +MoneyMade (3807 )
From: +David Sirk
Thursday, Jan 21 1999 9:28PM ET
Reply # of 3980
International Semiconductor Corp and DataPower USA,
Inc Enter Into Merger Agreement
DEAL POSITIONS COMPANY FOR RAPID GROWTH
January 21, 1999 -- International Semi Conductor, Inc.,(ISSM) and
Datapower USA, Inc.,(DataPower) announced today that the two
Companies have signed a Memoradum of Understanding to complete a
share exchange whereby ISSM becomes the parent company of
DataPower. Upon completion, the agreement will give ISSM a fifty-nine
(59%)
percent stake in Datapower USA.
International Semiconductor Corporation, Inc.,
Symbol:
ISSM
Industry:
Telecommunications
Shares Outstanding:
11.6 million total, of which 6 million are restricted "144" shares
Board of Directors:
Brian G. Harris, Robert T. Terry, Phillip Wong
Management Profiles
Brian Harris, 55, Director and President. Mr. Harris has over 25 years
international business experience including establishment of a number of
successful companies listed on the Australian, Canadian and United
States markets. He is a recognized expert in identifying new
technologies, start ups, and related mergers and acquisitions. He was
one of the founders of EFTech Ltd., which pioneered EFT / POS into the
Australian market. He also was a founder of Best Available Seating
Services (BASS) which is known today as Ticketmaster.
Robert T. Terry, 55, Director.
Phillip Wong, 39, Secretary Treasurer, Director.
James S. Davis, 54, Vice President.
Corporate Background
International Semiconductor Corporation (formerly Israel Semiconductor Corp.), is
a development stage corporation (the "Company"). The Company was
incorporated on March 13, 1987, under the name "Lewis Resources, Inc." On
September 28, 1993, the Company acquired from Lema Investments, Ltd. all of
the issued and outstanding shares of Gallium Arsenide Industries, Ltd. ("Gallium
Industries" or "GAI"), a development stage Israeli company, by issuing 3,982,190
shares of its common stock (after giving effect to the one-to-six reverse split
described below) to Lema Investments, Ltd. in exchange for the stock of GAI. After
sustaining large losses, GAI was subsequently sold back to its former
shareholders on July 1, 1995, primarily for assumption of existing debt. In
connection with the GAI and GAD acquisitions, the board of directors of the
Company increased the number of authorized common shares to 26,000,000,
and changed the Company's name from Lewis Resources to Israel
Semiconductor Corp. (effective December 21, 1993), and later to International
Semiconductor Corporation (effective July, 1994). A reverse stock split (6 for 1)
was effective for shareholders of record as of November 30, 1993.
Also in September, 1993, the Company committed to invest in shares of a newly-
founded Israeli development stage company, GAD Semiconductors, Ltd. ("GAD").
The commitment was in an amount of up to $1,000,000 and the Company
undertook to raise additional funds by means of commercial banking loans, grants
and special loans which GAD is qualified to receive as a recognized Approved
Enterprise under the Israeli Encouragement of Capital Investment-1959 Law. See
Item 6, Management's Discussion and Analysis or Plan of Operation. Together
with the initial investment, the total investment would aggregate approximately
$3,100,000. In return, GAD issued to the Company 60% of its common stock, par
value $2,033. The major part of the investment, up to the amount which the
Company undertakes to invest in GAD's shares, is considered as premium on the
shares. In January, 1994, GAD was granted the status of "Approved Enterprise"
by the Israeli Investment Center in accordance with the Law for the
Encouragement of Capital Investments - 1959. Under the approved capital
investment program, GAD received, during 1994, State guaranteed loans in the
amount of $1,172,962. During, 1995, the Company invested approximately
$860,000 in GAD, primarily in the form of share capital, with an additional
$182,000 tendered during the first quarter of 1996. The total cumulative Company
investment in GAD is over $1,675,000. Based upon a failure of the minority
shareholders of GAD to meet their investment commitments, the Company now
controls 80% of the shareholdings of GAD. Because of its Approved Enterprise
status, GAD is entitled to reduced tax rates, varying between 10 to 25%,
depending upon the respective percentage of non-Israeli shareholdings, for 10 to
14 years, and to apply for Israeli Government investment grants and guaranteed
loans and certain tax benefits.
ISSM is the developer of a new generation of stable low cost Gallium
Arcinide products for the electronic, defense and telecommunications
industries. Datapower is licensed to manufacture and markets Video
Telephony products in Canada, Australia New Zealand and South Africa
under an exclusive agreement with World Wide Video, Inc. Under the
terms of the License agreement Datapower can “Private Label” these
products for distribution through out the world. DataPower products use
proprietary compression programs and hardware that allow the
transmission of Video, Voice and Data over POTS lines and the internet
at speeds of up to 15 clear frames per second.
Robert M. Terry, ISSM Chairman said “This transaction now gives our
company two major opportunities in one of the fastest growing markets
in the world. We believe that telecommunications companies will be
demanding Video and Data transmission products that are superior and
more reliable than high heat effected silicon based chips and diodes.
Cost effective , high speed, reliable Gallium Arcinide based components
are the wave of the future for burgeoning Telecommunications and
Computer industries.”
Related to video compression applications, Brian Harris, President,
DataPower commented. "We agree with industry forecasts that the video
phones market and videoconferencing markets will total over $15 billion
within the next five years. We think that it is very close to finally taking
off. The $30 million investment of Intel into Picturetel, who is the
leader in broadband applications appears to validate a market that has
been waiting to happen. The potential for video telephony includes every
desktop computer, every home and every business that needs to
communicate. High quality, low cost video is the next "killer" application.
The fact that our products will provide video service at a new plateau in
availability, video quality and at a lower cost over Plain Old Telephone
Systems (which represent over 87% of the world's present telephone
networks) is a tremendous opportunity."
For More Information Contact:
Brian Harris at (604) 608-3251
Send mail to dohan@teachers.org with questions or comments about this web site.
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