@Track Communications Signs Stock Purchase and Exchange Agreement With Minorplanet and Majority Senior Note Holder.Business Editors RICHARDSON Richardson, city (1990 pop. 74,840), Dallas and Collins counties, N Tex., a suburb of Dallas; founded in the 1850s, inc. as a city 1956. Richardson manufactures telecommunications equipment, medical devices, supercomputers, computer chips, and fiber optics. , Texas--(BUSINESS WIRE)--Feb. 15, 2001 @Track Communications, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on SCP (1) (Service Control Point) A node in an SS7 telephone network that provides an interface to databases, which may reside within the SCP computer or in other computers. :ATRKC), a leading provider of wireless-based vehicle fleet management and intelligent mobile-asset-tracking solutions, today announced the execution of a stock purchase and exchange agreement with Minorplanet Systems PLC, a leading worldwide producer and distributor of telemetric-based vehicle management information systems (VMI VMI Virginia Military Institute VMI Vendor Managed Inventory VMI Vertical Motion Index VMI Valtakunnan Metsien Inventointi (Finnish: National Forest Inventory) VMI Video Module Interface (TM)) and interests representing a majority in interest of the company's Senior Notes. Under the terms of the Agreement, Minorplanet is to acquire 10 million shares of @Track common stock for $10 million and receive an additional 140 million shares of @Track common stock in exchange for an exclusive ninety-nine year license to market, distribute and operate Minorplanet's VMI technologies in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of and Mexico Mexico, city, Mexico Mexico or Mexico City, Span. Ciudad de México (Méjico), city (1990 pop. 8,236,960; 1991 met. area est. 20,899,000), central Mexico, capital and largest city of Mexico. . Additionally, a majority in interest of the company's 13 3/4% Senior Notes due 2005, which parties in the aggregate hold approximately 75 percent of the Senior Notes, have agreed to exchange their Senior Notes for approximately 56.2 million shares of @Track common stock. As contemplated by the agreement entered into today, @Track also intends to begin an exchange offer to the remaining holders of the Senior Notes, offering to exchange Senior Notes for @Track common stock. Assuming conversion of all of the Senior Notes to common stock, the holders thereof would hold common stock representing approximately 30 percent of @Track, and Minorplanet would hold approximately 59 percent. Consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. of the transaction is subject to a number of conditions including, but not limited to, approval by @Track's common stockholders, the holders of not less than 90 percent in principal amount of the Senior Notes accepting the offer to exchange their Senior Notes for common stock of the company as a condition to the closing by the company, approval by @Track's class B common stockholder, financing, and other contractual, governmental and regulatory approvals. @Track provides intelligent wireless mobile communications, emergency dispatch A dispatch or dispatches can refer to:
Legal notice to investors: Certain matters discussed in this press release are "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " intended to qualify for the safe harbors Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. from liability established by the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as the company "expects," "believes," "anticipates" or words of similar import. Similarly, statements that describe the company's future plans, objectives or goals are also forward-looking statements. Such forward-looking statements generally involve known and unknown risks, uncertainties and other facts, which may cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: ability of the company to obtain shareholder approval, ability to obtain necessary approval by @Track's class B common stockholder, and ability to obtain necessary contractual, governmental, and regulatory approvals; the holders of not less than 90 percent in principal amount of the Senior Notes accepting the offer to exchange their Senior Notes for common stock of the company as a condition to the closing by the company; financing; market conditions; general economic and business conditions; business abilities and judgment of management and personnel; and changes in business strategy. For a listing of risks applicable to the future prospects of the company, please refer to the reports filed with the SEC, such as recent 10-K and 10-Q Reports. "@Track Communications," "TrackWare" and the red orb logotype are trademarks and service marks of @Track Communications, Inc. |
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