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To: Ray Tarke who wrote (366)2/25/1999 8:28:00 PM
From: Jeffrey L. Henken  Read Replies (2) | Respond to of 2662
 
Carnegie International Corporation Signs Letter of Intent to Acquire PCNet, Inc. a Leading E-Commerce and Electronic Digital Interchange VAR

BALTIMORE--(BUSINESS WIRE)--Feb. 25, 1999--Carnegie International Corporation (OTC: BB CAGI) said today that it has signed a Letter of Intent to acquire PCNet, Inc. of Trumbull, Connecticut, a leading value-added reseller (VAR) specializing in Electronic Commerce (E-Commerce) and Electronic Digital Interchange (EDI), PC hardware, software, network integration and support services.

Lowell Farkas, president and CEO of Carnegie (www.carnegieint.com), a holding company specializing in Internet, telephony and telecommunications products, services and distribution, including E-Commerce and EDI, said the agreement is subject to normal due diligence by both parties and that a definitive agreement could be signed by the end of March. Upon acquisition, he said PCNet will become a wholly-owned subsidiary of Carnegie International, ''remaining in Trumbull, management and staff intact, where we plan for the company to continue to flourish and grow.''

According to Farkas, Carnegie forecasts revenues in excess of $50 million for PCNet for fiscal 1999, with a pre-tax profit approaching $3 million. Farkas said with the acquisition of PCNet, and with other acquisitions pending including the scheduled March closing on Paramount International Telecommunications of Vista, California, Carnegie foresees its revenues could exceed $100 million in 1999.

PCNet (www.pcnet.com) was established in 1985 as a division of Dun & Bradstreet Corporation (NYSE: DNB - news) to provide IT products and services to its operating units and to other Fortune 1000 companies. In December 1993, Camilo Soto, founder and CEO of PCNet, privately purchased the company.

E. David Gable, chairman and COO, said Soto has agreed to become a member of Carnegie's Board of Directors upon completion of the acquisition. ''I am absolutely delighted to have an IT industry leader and visionary of Camilo Soto's caliber join our Board,'' Gable said. ''As Carnegie continues to increase our presence in target IT markets worldwide, Mr. Soto's experience and finger-on-the-pulse of the industry approach will make him an immediate and long-term asset to Carnegie and our Board.''

An E-Commerce and EDI Pioneer and Leader

Under Soto's leadership, PCNet helped pioneer and is a leader in E-Commerce and EDI, leveraging its long-time technical expertise, industry knowledge, innovative corporate purchase programs, and highly competitive pricing. In addition, PCNet continues to provide products and services to D&B and other Fortune 1000 companies, and is a one-stop source for quality technical support nationwide, supporting PCs and software from 1,400-plus manufacturers and publishers, with certified experts on Microsoft, Novell, Lotus, Compaq, IBM, Hewlett Packard, Cisco Systems. The client roster for support services from PCNet includes The Federal Reserve Bank of New York, R.H. Donnelley, Pfizer, Duracell, SNET, the U.N., Yale New Haven Hospital, Motorola, ESPN and its former parent company D&B.

PCNet has been ranked by VARBusiness Magazine as the 226th largest VAR in the U.S., and received the Supplier Award for Excellence from Motorola in 1997.

Further leveraging PCNet's client/server technology and familiarity with E-Commerce, Soto launched ViewTek (incorporated in 1992), which specializes in Inter/Intranet solutions design and implementation.

'A Major Step Forward for Carnegie'

Farkas said the proposed acquisition of PCNet is ''a major step forward for Carnegie, continuing our vertical growth as a company with diverse yet integrated interests in the Internet, telephony, telecommunications and related services and distribution companies. As Carnegie moves into the 21st Century,'' Farkas said, ''our arsenal of capabilities, products and services is truly state-of-the-art, especially today as we add the E-Commerce and EDI leadership of PCNet.''

Carnegie International Corporation is a holding company specializing in Internet, telephony and telecommunications products, services and distribution, including E-Commerce and EDI. Its MAVIS(tm) (Multi-Language Automated Voice Independent System) is a breakthrough in speech recognition-driven automated attendant/ voice mail systems, using proprietary IVR (interactive voice response) software to recognize/respond to callers. The entirely voice-driven MAVIS interface is available in English and all foreign languages supported through licensed Lernout & Hauspie (NASDAQ: LHSPF - news) software, and supports Dialogic (NASDAQ: DLGC - news) CPU telephony cards. Carnegie's primary wholly-owned subsidiaries include: RomNet Support Services, Inc., an Internet, e-business and technical support services company Profit Through Telecommunications (Europe) Ltd. (PTT), a telecommunications software company providing business solutions utilizing proprietary speech recognition, touch tone and bar code responses to send and/or receive information; ACC Telecom of Columbia, Maryland, a leading reseller of equipment and business telephone systems from Comdial (NASDAQ: CMDL - news), SONY® (NYSE: SNE - news), and Sprint® (NYSE: FON - news), and Voice Quest, Inc., of Sarasota, Florida, a developer and provider of speech recognition and voice mail technologies and products. On December 28, 1998, Carnegie became a fully reporting company under the Securities and Exchange Act of 1934.

Private Securities Litigation Reform Act of 1995 provides a ''safe harbor'' for forward-looking statements. Certain information included in this Press Release (as well as information in oral statements or other written statements made or to be made by Carnegie International Corporation) contain statements that are forward-looking, such as statements relating to the future anticipated direction of the telecommunications industry, plans for future expansion, various business development activities, planned capital expenditures, future funding sources, anticipated sales growth, and potential contracts. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of Carnegie International Corporation. These risks and uncertainties included, but are not limited to, those relating to development and expansion activities, dependence on existing management, financing activities, domestic and global economic conditions, change in Federal or state laws, and market competition factors.

MAVIS is a trademark of Carnegie International Corporation. Other trademarks are properties of their respective owners.

Contact:

Lowell Farkas
Carnegie International Corporation
410/785-7400
lfarkas@carnegieint.com
or
David A. Kaminer
The Kaminer Group
914/684-1934
dkaminer@kamgrp.com

biz.yahoo.com

CAGI is fully reporting and the deal they have with Alltel sounds like it may have provided some big numbers. Please stick around and help me with this one because I lost my easy access URL to Edgar and I know you can get the filings if they are there.

Thanks, Jeff