To: Alan Coccio who wrote (11985 ) 4/16/1999 12:41:00 PM From: makin_dough99 Read Replies (2) | Respond to of 15987
<ORTG> Old news: Orion to Sell Canadian Operations and Concentrate On European Business Opportunities RICHMOND, B.C., CANADA (March 4) BUSINESS WIRE -March 4, 1999--Orion Technologies Inc. (Orion) announced today th USDat it has reached agreement in principle for the sale of its wholly owned operating subsidiary, Orion Technologies (Canada) Inc. (Orion Canada), to a group composed of Orion Canada's management and certain Orion shareholders. Orion further announced that it will focus its business activities in Europe, where it is finalizing the acquisition of EZ Elektronische Zahlungssysteme GmbH (EZ) and EPS Elektronische Processing Systeme GmbH (EPS), both German corporations engaged in point-of-sales systems. Orion also announced that First Capital Invest Corp. (FCIC) had determined not to purchase the last $200,000 of Orion shares purchasable by FCIC under the previously announced Re-Capitalization Agreement, and that the parties would not be proceeding with the public offering contemplated by that agreement. Orion Canada is to be sold to a corporation to be owned by Orion Canada management and the purchasing shareholders who resigned any positions with Orion to concentrate on the operations of Orion Canada. The purchase price is composed of: (1) the assumption of certain liabilities of Orion; (2) the transfer to Orion of approximately 9,000, 000 of its common shares held by the acquisition group; and (3) 5,000, 000 shares of a $1.00 par value 3% cumulative dividend preferred stock to be issued by the acquiring corporation. The preferred shares are to be convertible into common shares if the acquiring corporation becomes publicly traded and will be subject to mandatory redemption by the acquiring corporation at the rate of 2% of its gross revenues or at the end of five years. Orion will retain its approximately $1,000,000 debt obligation to FCIC and certain other liabilities. The transaction and any acquisition by Orion of EZ/EPS or other companies are subject to completion of definitive agreements and the approval of Orion's shareholders and FCIC. This press release contains forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to vary materially from those anticipated. These include agreement on and execution of definitive agreements, obtaining necessary approvals and Orion's ability to raise the necessary capital to fund its operations. -0- KMK/ph* CONTACT: Orion Technologies Inc. Frans Heideman, Shareholder Relations, 604/207-3810 Fax: 604-270-3112 E-Mail: info@orion.globalden.com KEYWORD: NEW YORK INDUSTRY KEYWORD: COMPUTERS/ELECTRONICS COMED MERGERS/ACQ Today's News On The Net - Business Wire's full file on the Internet with Hyperlinks to your home page. URL: businesswire.com