1457461 Ontario Inc. and International Datacasting Corporation Announce Proposed Business Combination.Business Editors OTTAWA--(BUSINESS WIRE)--May 30, 2001 International Datacasting Corporation (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :IDC.) ("IDC") and 1457461 Ontario Inc. ("1457461") are pleased to announce that they have entered into an amalgamation agreement (the Amalgamation Agreement) which provides that these entities will enter into a business combination, subject to the fulfilment of certain conditions, including shareholder approval. 1457461 is a holding company owned principally by employees of IDC and Capital Alliance Ventures Inc., a labour sponsored investment fund and a significant investor in IDC since 1997. IDC's President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , Ron Clifton, commented "It was the faith of those employees, directors, and investors that made it possible for us to accomplish what we have. As IDC celebrates its third profitable year in a row, I salute them and thank them for their continued support." 1457461 does not have any substantial asset other than its shares of IDC and does not carry on any active business. Therefore, the directors and management of IDC do not believe that the amalgamation will have a material impact on the affairs of the combined business entity, which will carry on business as before under the International Datacasting Corporation name. There is no dilution to existing shareholders under this proposed business combination. Under the terms of the Amalgamation Agreement: 1 - each outstanding 1457461 share will be exchanged for (one) share in the combined business entity; and 2 - each outstanding IDC share will be exchanged for one share in the combined business entity. The proposed business combination is subject to 1457461 and IDC shareholder approval. 1457461 is a private corporation incorporated under the Business Corporations Act (Ontario) and IDC is a public corporation incorporated under the Canada Business Corporations Act The Canada Business Corporations Act, also known as Bill C-44, is a Canadian act respecting Canadian business corporations. See also
Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. . An information circular Information Circular A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting. Notes: Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible will be prepared and forwarded to IDC shareholders on or about June 15, 2001 in connection with an IDC shareholder meeting to be held on July 18, 2001 to approve the amalgamation. The closing date is expected to be on or about July 31, 2001. About International Datacasting Corp.: IDC (TSE:IDC) provides advanced products, systems and services for the implementation of broadband wireless See wireless broadband. infrastructure networks used to distribute multimedia data. IDC is at the forefront of delivering IP-based wireless datacasting solutions, via both satellite and terrestrial "last-mile" technologies. IDC's products are in demand for high-speed Internet See broadband. infrastructure, enterprise networks, distance learning, and multimedia content distribution. IDC operates under a rigorous ISO (1) See ISO speed. (2) (International Organization for Standardization, Geneva, Switzerland, www.iso.ch) An organization that sets international standards, founded in 1946. The U.S. member body is ANSI. 9002 quality management system and is the recipient of the prestigious Canada Export Award for Innovation and Technology Achievement. IDC is headquartered in Ottawa, Canada, as are its subsidiaries Storm Internet and CDS Prometheus. A third wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , International Datacasting of America Inc., has offices in Atlanta, Georgia and Mill Valley, California. IDC also has an established international network of partners and distributors and installations in more than 35 countries worldwide. Visit IDC on the web at www.intldata.ca. This press release shall not constitute an offer to sell or a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to buy securities in any jurisdiction. Any such offer or sale will be made only by means of a prospectus or pursuant to available exemptions under applicable securities legislation. |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion