Hey Rande:
Some interesting TPEG----> IATR news today:
The Producers Entertainment Group Enters Into Letter of Intent With eSAT Inc.
Business Wire - May 26, 1999 09:00
LOS ANGELES--(BUSINESS WIRE)--May 26, 1999--The Producers
Entertainment Group Ltd. (NASDAQ:TPEG) (BSE:TPG) has announced that it has
entered into a Letter of Intent to acquire a minimum of 80 percent of the outstanding
shares of common stock of eSAT Inc. (OTC BB:ASAT).
The purchase price shall be determined through good faith negotiations between the
parties and it is currently anticipated that it shall be payable in shares of common stock
of TPEG. TPEG and the key executives of eSAT will negotiate revisions to existing
management agreements which shall provide for a 3-year term.
The board of directors of TPEG will be increased to seven and the parties shall agree
with respect to the additional members. The target closing date for the transaction is July
31, 1999.
eSAT's obligation to close the transaction is subject to certain conditions, including
approval by its board of directors of the terms and conditions of the acquisition of eSAT
by TPEG; the completion and satisfaction of due diligence to eSAT's sole satisfaction;
completion of documents relating to the purchase and sale and employment contracts in
form and content approved by executives and counsel to eSAT; compliance by TPEG
and eSAT with regulations of the Securities and Exchange Commission and any other
government or regulatory bodies required to consummate the transaction; completion
and approval of a business plan by eSAT together with other customary closing
conditions.
TPEG's obligation to close the transaction is subject to certain conditions, including the
completion and satisfaction of due diligence to TPEG's sole satisfaction; preparation of
audited financial statements of eSAT for the period ended Dec. 31, 1998, and interim
financial statements for the period ending June 30, 1999, by auditors acceptable to
TPEG; completion of documents relating to the purchase and sale in form and content
approved by TPEG and its counsel; completion and approval by the board of directors
of TPEG of the business plan prepared by eSAT; approval of the terms and conditions
of the acquisition by the board of directors of TPEG and its shareholders, if required;
compliance by TPEG and eSAT with regulations of the Securities and Exchange
Commission and any other government or regulatory bodies required to consummate
the transaction; no material adverse change in the financial condition or future of eSAT
between the date of execution of the Letter of Intent and the Closing, together with
other customary closing conditions.
eSAT (http://www.esatinc.com) is a high-speed satellite Internet Service Provider (ISP)
and satellite Internet Access equipment and services developer for businesses,
educational institutions and government. eSAT's product line is based on its Global
Satellite Internet (GSI(tm)) gateway and DigiNXT(tm) Internet gateway, which provide
any existing local area network (LAN) with high-speed Internet access rivaling T-1 and
cable at a lower cost.
eSAT's Channel Casting(tm) product uses multicasting technology to provide the
simultaneous broadcast of large video and data files to multiple destinations over eSAT's
high-speed satellite transmission system. Within the next 18 months, eSAT plans to
complete its global international satellite access footprint system.
According to Irwin Meyer, chief executive officer of TPEG: "We believe that the
acquisition of eSAT would put TPEG at the threshold of the burgeoning convergence
phenomenon with the development of transmission and delivery systems that will
accommodate emerging technology, services and applications outside of the PC space.
"We anticipate that satellite delivery of online services and content will become a
catalyst for the move into a diverse array of platforms including TV, handheld PDAs and
numerous wired and wireless devices and appliances."
Michael Palmer, eSAT's CEO, added: "This is a significant event for both companies.
We see it as an opportunity for TPEG's extensive knowledge and contacts in the
entertainment industry to be utilized in conjunction with eSAT's global high-speed
broadband Channel Casting(tm) Technology. We think the combination will put us in a
unique position to service an extensive range of needs.
"As we expand into the international marketplace, we look to TPEG to work with us in
the development of content for education, medicine, business-to-business, e-commerce
and entertainment."
eSAT's SAMS(tm) (Satellite Access Material for Schools) product provides managed,
educational content of more than 60,000 pre-screened Web pages accessible to
students over eSAT's satellite comprising more than 11,000 educational, scientific,
university and museum sites suitable for students in grades kindergarten through 12. The
system combines high-speed Internet access with managed educational content suitable
for students.
eSAT's products and services, such as Channel Casting(tm), have applications in many
sectors of the business world. With its high-speed capabilities and affordability, the GSI
gateway is suitable for any area of business where a high volume of information is
updated on a frequent basis, such as financial institutions where bankers, financial
planners and stockbrokers can make informed decisions by accessing real-time stock
quotes, bond listing, SEC filings and news stories through the secure eSAT high-speed
Internet gateway.
In the healthcare arena with Channel Casting(tm), doctors and healthcare professionals
can instantly access research and up-to-date information which is critical when dealing
with HCFA guidelines, medical procedures, CPT codes and billing.
eSAT's ability to transmit large volumes of Internet information at high speeds
inexpensively to rural and remote locations has numerous applications for many
companies that operate worldwide. In line with this capability, eSAT recently formed a
partnership with Bechtel Software Inc. to provide products and services for high-speed
satellite Internet service to enhance networking applications as part of its total solution
for worldwide clients.
Bechtel Software is part of eSAT's Authorized Partner Program to sell its Global
Satellite Internet (GSI) gateway. Bechtel Software is a subsidiary of Bechtel, one of the
largest engineering and construction firms, which has worked on more than 19,000
projects in 140 nations on all seven continents for more than a century.
Bechtel Software is a leader in the application of computer technology in engineering
and project management. Bechtel Software offers a wide range of engineering software
that has been used successfully on numerous projects worldwide.
George Belonogoff, vice president of Bechtel Software, earlier stated: "eSAT offers a
terrific Internet communications solution for Bechtel Software's worldwide clients. Their
satellite Internet products offer clients with multiple locations the ability to create private
multicast networks to communicate more effectively."
This news release contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Such forward-looking statements relate to, among
other matters, TPEG's plans to position itself as an equity participant in emerging
Internet and e-commerce companies. These forward-looking statements involve risks
and uncertainties. A number of factors could cause actual results to differ from those
indicated in the forward-looking statements, including the satisfaction of all conditions to
closing identified in the Letter of Intent and in final documentation, the closing of the
transaction with eSAT, the ability of TPEG to negotiate and enter into additional
agreements for the acquisition of emerging Internet and e-commerce companies, general
economic conditions and other risks that are discussed in the company's filings with the
Securities and Exchange Commission (including the company's Annual Report on Form
10KSB). The company undertakes no obligation to publicly update or revise the
forward-looking statements whether as a result of new information, future events or
otherwise.
CONTACT: The Producers Entertainment Group Ltd., Los Angeles |
