Appareo and Group West Sign Definitive Amalgamation Agreement.Business Editors VANCOUVER, B.C.--(BUSINESS WIRE)--Jan. 8, 2001 GroupWest (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :GPW GPW Gridded Population of the World GPW Gross Premiums Written GPW Gross Product Worth GPW Geneva Convention Relative to the Treatment of Prisoners of War, 12 August 1949 GPW General Purpose Warehouse GPW Grand Prix White (Honda) .) Appareo(CDNX CDNX See Canadian Venture Exchange (CDNX). :KNO KNO Knobloch Syndrome .) Further to the acceptance of a merger offer as detailed in the press release of December 18, 2000, Mr. Stuart McNeill, President of Appareo Software Inc. ("Appareo") and Mr. Bill Ste. Marie, President of Group West Systems Ltd. ("Group West"), are pleased to announce that a formal arrangement agreement (the "Agreement") has been entered into between Appareo and Group West, pursuant to a statutory plan of arrangement (the "Arrangement") under the British Columbia Company Act ("BCCA BCCA British Columbia Cancer Agency BCCA Baltic Sea Chambers of Commerce BCCA Beer Can Collectors of America BCCA British Columbia Construction Association BCCA Brewery Collectibles Club of America BCCA Blue Cross of California "). The boards of directors of the two companies have determined that an amalgamation and reorganization of their operations would provide greater efficiencies in their operations and enhanced value for shareholders. The key reason for amalgamation is Appareo's document management and knowledge management products are required by many of Group West's customers. Group West represents an ideal sales vertical for Appareo. Other reasons for the amalgamation are to consolidate administration and to share programming resources. The Agreement provides that the Appareo and Group West will amalgamate under the name "Appareo Software Inc." (the "Amalgamated a·mal·ga·mate v. a·mal·ga·mat·ed, a·mal·ga·mat·ing, a·mal·ga·mates v.tr. 1. To combine into a unified or integrated whole; unite. See Synonyms at mix. 2. Company"). Under the term of the Agreement, the shareholders of Appareo and Group West will exchange their shares of Appareo and Group West for the shares of the Amalgamated Company on the basis of 1 share of the Amalgamated Company for every 1 share of Appareo and 0.3 shares of the Amalgamated Company for every 1 share of Group West. Existing options and warrants of Appareo and Group West will be exchanged for options and warrants of the Amalgamated Company on the basis of the same ratios. The signing of the Agreement was a key condition to closing the Arrangement. In addition, another key condition of completing independent fairness opinions has also been finalized. The closing of the Arrangement remains subject to the approvals of the Arrangement by the shareholders of both companies by special resolution, by the Supreme Court of British Columbia The Supreme Court of British Columbia (SCBC) is the superior trial court for the Canadian province of British Columbia. The SCBC hears civil and criminal law cases as well as appeals from the Provincial Court of British Columbia. and by all other applicable regulatory authorities including the TSE or CDNX and the securing of the approval of the listing of the shares of the Amalgamated Company on the TSE or CDNX. The companies have agreed to use their best efforts to complete the Arrangement by March 15, 2001. ABOUT GROUP WEST Group West is a reporting company in the Provinces of Ontario, Manitoba, Saskatchewan, Alberta and British Columbia, the shares of which are listed for trading through the facilities of the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. ("TSE"). Group West was incorporated under the BCCA with its head office located at Suite 200 - 6400 Roberts Street, Burnaby, British Columbia “Burnaby” redirects here. For persons sharing this surname, see Burnaby (surname). Burnaby, British Columbia, Canada, is the city immediately east of Vancouver. . Group West has numerous wholly owned subsidiaries located in Canada and the United States The United States and Canada share a unique legal relationship. U.S. law looks northward with a mixture of optimism and cooperation, viewing Canada as an integral part of U.S. economic and environmental policy. . Over the 18 years of its development, Group West has expanded and refocused its operations in an effort to develop and maintain profitable niche markets within the rapidly evolving computer technology industry. Group West's principal business areas include: (1) midrange outsourcing; (2) systems integration services; and (3) hardware and software sales. Group West currently employs more than 60 individuals and has three offices in Canada and the United States. ABOUT APPAREO Appareo Software Inc. is a Vancouver based software firm leading the innovation of advanced Knowledge Management solutions. Appareo's proprietary suite of products help companies to more effectively and efficiently tap the vast pool of knowledge that builds everyday within their organization and on the Internet, rendering this information sharable between people and organizations. Each solution is designed to capture relevant and context rich information to provide people with the right information at the right time. Appareo is helping to shape the new knowledge based business landscape and is poised to lead the way in the business to business market for Knowledge Management solutions across North America. BY ORDER OF THE BOARD OF DIRECTORS OF APPAREO Stuart McNeill, 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. BY ORDER OF THE BOARD OF DIRECTORS OF GROUP WEST Bill Ste. Marie, President and CEO The Canadian Venture Exchange The Canadian Venture Exchange (CDNX) is now a defunct stock exchange having been acquired by the TSX Group in 2001 and renamed the TSX Venture Exchange. History of the Canadian Venture Exchange (CDNX) has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. The Toronto Stock Exchange has neither approved nor disapproved the information contained herein. |
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