Anonymous Data Corp. Signs Agreement and Plan of Merger With ShareCom Inc.Business Editors LAS VEGAS--(BUSINESS WIRE)--June 29, 2001 Anonymous Data Corp. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :ANYD) today announced that the company executed an Agreement and Plan of Merger (the "Merger Agreement") with ShareCom Inc. ("ShareCom"). Pursuant to the Merger Agreement, ANYD will authorize To empower another with the legal right to perform an action. The Constitution authorizes Congress to regulate interstate commerce. authorize v. to officially empower someone to act. (See: authority) a 1-for-322 reverse stock split (i.e. current ANYD stockholders will receive 1 share for every 322 shares they currently hold). Following the reverse split, ANYD will issue 14 million shares of its 144 restricted common stock in exchange for 100% of ShareCom's outstanding common stock. The merger is intended to be a tax-free reorganization accounted for as a purchase whereby ANYD will be the surviving corporation and change its name to ShareCom Inc. The merger is subject to regulatory review, stockholder approval and the satisfaction of other customary conditions. The merger is anticipated to close July 23, 2001. ANYD's board of directors considered numerous alternatives to the merger with ShareCom, including protection under the bankruptcy laws and other merger proposals. Upon completion of its review, the board determined that the merger with ShareCom is in the best interest of and fair to its stockholders. ShareCom is an Internet e-commerce company that is currently selling electronic products to consumers through its 2WayTalk.com Web site. ShareCom is an early stage growth company generating revenues of approximately $45,000 per month. ShareCom is in the process of expanding its product lines and has introduced a new Web site, WeatherRadios.com, which was recently awarded a National Partnership with the Federal Emergency Management Agency The Federal Emergency Management Agency (FEMA) is the federal agency responsible for coordinating emergency planning, preparedness, risk reduction, response, and recovery. The agency works closely with state and local governments by funding emergency programs and providing technical (FEMA FEMA, n.pr See Federal Emergency Management Agency. ) to increase the use of weather radios countrywide coun·try·wide adv. & adj. Throughout a whole country; nationwide: launched a fundraising campaign countrywide; a countrywide search. Adj. 1. . ANYD urges investors and security holders to read its Proxy Statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. and any other relevant documents relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the merger transaction described above, when they become available. When these and other documents relating to the merger are filed with the SEC, investors and security holders may obtain a free copy at the SEC's Web site at www.sec.gov. Stockholders and investors are urged to read the Definitive Proxy Statement carefully before making a decision concerning the merger. Safe Harbor 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. Statement: The statements in this news release regarding the expected date of closing of the merger, benefits of the merger, tax and accounting treatment of the merger, approximate revenues of ShareCom, benefits of the FEMA partnership, future opportunities and any other effect, result or aspect of the proposed transaction and any other statements, which are not historical facts, 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. . Such statements involve risks and uncertainties, including, but not limited to, costs and difficulties related to the integration of acquired businesses, costs, delays, and any other difficulties related to the merger, failure of the parties to satisfy closing conditions, risks and effects of legal and administrative proceedings An administrative proceeding is a non-judicial determination of fault or guilt and may include in some cases penalties of various forms. A "Captain's Mast", held by a commanding officer of a warship is one such proceeding. and governmental regulation, future financial and operational results, competition, general economic conditions, and the ability to manage and continue growth. Should one or more of these risks or uncertainties materialize ma·te·ri·al·ize v. ma·te·ri·al·ized, ma·te·ri·al·iz·ing, ma·te·ri·al·iz·es v.tr. 1. To cause to become real or actual: By building the house, we materialized a dream. , or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. The company undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof here·of adv. Of this. hereof Adverb Formal or law of or concerning this Adv. 1. hereof - of or concerning this; "the twigs hereof are physic" or to reflect the occurrence of unanticipated events. ANYD plans to file with the SEC a Definitive Proxy Statement in connection with the merger and mail the Definitive Proxy Statement to its stockholders of record as of June 26, 2001. The Definitive Proxy Statement will contain important information about ANYD, ShareCom, the merger and related matters that should be considered by stockholders before making any decision regarding the merger and related transactions. Stockholders of ANYD are urged to read the Definitive Proxy Statement when it is filed and any other relevant documents filed with the SEC. Once it is filed with the SEC, the Definitive Proxy Statement and other documents will be available free of charge on the SEC's Web site at www.sec.gov. In addition to the Definitive Proxy Statement, ANYD files annual, quarterly and special reports and other information with the SEC that are also available free of charge at the SEC's Web site. |
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