This Dega press release from December helps to clear up the relationship between Dega and Grant Automotive.
Dega Technology, Inc. and Spectre Industries to Merge; Spectre Industries and Grant Brothers Sales Ltd. to form Grant Automotive Group
Dega Technology leads the way to provide specialized parts and
technical information data for distribution through Internet-based
catalogue.
For Immediate Release
December 14, 1998
Contact: J.P. Makeyev
Phone: 805.546.0444
Fax: 805.546.8046
E-mail: j.p.makeyev@dega.com
[San Luis Obispo, December 9, 1998] Dega Technology, Inc.
(NASDAQ BB: DEGA) and Spectre Industries, Inc. (NASDAQ BB:
STND) announced today that they have signed an agreement to merge
the two companies in a stock-for-stock merger. After completion of the transaction, current Dega shareholders (other than Dega's present
majority shareholder, Mr. Jean-Pierre Makeyev) and Spectre
shareholders will in the aggregate each receive 5,250,000 shares of a
newly formed Delaware holding company, Dega.com, Inc., and Mr.
Makeyev will receive 2,625,000 shares of Dega.com. Mr. Makeyev
may also receive performance-based options for shares of Dega.com.
The parties intend this merger, which is not expected to have a dilutive effect on the currently outstanding shares of Spectre and Dega, to be
completed in the first quarter of 1999 after the effectiveness of a
registration statement covering the Dega.com shares to be issued to
Spectre and Dega shareholders. Pending completion of the merger,
both Dega's and Spectre's stock will continue to trade separately.
Following completion of the merger between Dega and Spectre,
Dega's current internet car parts business will be operated by Dega
Automotive Systems, Inc., a wholly-owned subsidiary of Dega.com.
This division will be headed by Jean-Pierre Makeyev, Dega's current
Chief Executive Officer, who will also be Chairman and Chief Executive Officer of Dega.com.
Separately, Spectre Industries, Inc. and Grant Brothers Sales Ltd.
announced the formation of Grant Automotive Group effective January
1, 1999. Grant Brothers Sales Ltd., one of Canada's largest agencies in the automotive aftermarket business, will transfer their Traditional Auto Parts Division and the Heavy Duty Division to Grant Automotive Group
for a combination of cash and shares of Spectre common stock. Grant
Brothers Sales Ltd. will continue to operate Grant Automotive Group in every respect. Ian Grant, Spectre's current Chief Executive Officer,
who will also be Dega.com's President, will head Grant Automotive
Group.
Dega has developed a unique Internet network system for automotive
parts suppliers and parts users that will allow automotive parts suppliers and parts users to do business on-line. Thereby, Dega, who has been in the CD-ROM parts catalogue business since 1989, has converted its
technology to Internet e-trade requirements. Its advanced and unique
technology is intended to establish Dega as a leader in this industry
segment.
Grant Brothers' Traditional Auto Parts Division and the Heavy Duty
Division, which will be integrated into Grant Automotive Group, have
53 years of experience in the automotive after market in North America and have an excellent reputation at all levels of the automotive business. For Dega, they represent an ideal marketing and sales operation.
Conversely, Grant Automotive Group and its customers are expected
to benefit quickly from Dega's new Internet parts software tools.
Dega.com will continue to hold a 20% interest in Spectre Cars, Ltd., a British sports car manufacturer, expected to reach full production levels in 1999.
Jean-Pierre Makeyev, CEO of Dega, is quoted as saying, "The merger
with Spectre and Grant Automotive Group is exactly what Dega
needed, we have acquired a sales organization at low cost that we
would otherwise have had to build ourselves. Our new Internet parts
procurement tools can be introduced to key aftermarket organizations
very quickly. We have also gained access to Spectre's contacts in the
European and North American financial markets and funds raised by
Spectre in Europe. This is improving our short-term cash situation
considerably. I am happy to have been able to accomplish this merger.
I firmly believe Dega has a good chance to become the next great
investment opportunity among new Internet companies."
Ian Grant, CEO of Spectre said, "I consider the transfer of two of
Grant Brothers' divisions to Spectre and the merger with Dega a
tremendous opportunity and a winner for all parties involved. Not only can Grant Automotive Group provide Dega with fast access to the automotive after market in North America, it also offers a great chance for significant growth resulting from efficiencies gained by its planned consolidation in that industry."
This press release contains certain forward-looking statements which
involve known and unknown risks, uncertainties and other factors not
under the Companies' control which may cause actual results,
performance, achievements of the Companies to be materially different
from the results, performance of expectations implied by these forward-looking statements. These factors include, but are not limited to, the limited liquidity of the Companies, the limited operating history ofthe Companies, uncertainty as to the Companies' ability to implementtheir respective plans, as well as other risks.
Dega Technology, Inc. is a Colorado Corporation, traded on the OTC Bulletin Board with the symbol DEGA.
For More Information Contact:
Jean-Pierre Makeyev, CEO
Dega Technology
1530 Monterey Street
San Luis Obispo CA 93401-2928
Tel: 805.546.0444
FAX: 805.546.8046
email: j.p.makeyev@dega.com
Ian Grant, CEO
Spectre Industries, Inc.
604-984-0927
email: isgrant@direct.ca
Investor Relations:
Capital & Media Partners, Inc.
B.L. Francis
(407) 839-1987
email: ccc@gdi.net |
