BEII To be Acquired by Windjammer Barefoot Cruises, Ltd.Business/Travel Editors & Entertainment/High-Tech Writers HOUSTON--(BUSINESS WIRE)--Dec. 22, 2000 Berens Industries Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :BEII) announced it has signed a Letter of Intent to be acquired by Windjammer Barefoot Cruises Windjammer Barefoot Cruises was a leisure cruise line based in Miami Beach, Florida. They provided one and two week cruises to the Caribbean on board sailing ships. Most of the ships were former commercial vessels that had been refitted to resemble a 19th century windjammer and , Ltd. (www.windjammer.com). The transaction will be structured as an acquisition of BEII by Windjammer with Windjammer the surviving public entity. Shareholders of BEII will retain 6% in the reorganized public company. The newly public Windjammer is estimated to have an initial market capitalization Market Capitalization A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap. of approximately $100 million. Windjammer is a fifty three year old privately held cruise ship operator based in Miami Beach Miami Beach, city (1990 pop. 92,639), Dade co., SE Fla., on an island between Biscayne Bay and the Atlantic Ocean; inc. 1915. It is connected to Miami by four causeways. , Fla. Windjammer operates seven cruise ships This is a list of cruise ships, both those in service and those that have since ceased to operate. Both cruise ships and cruiseferries are included in this list. (Ocean liners are not included on this list, see List of ocean liners. throughout the Caribbean on seven to fourteen day cruises. Windjammer has received numerous awards as the number one small cruise line A cruise line is a company that operates cruise ships. Cruise lines have a dual character; they are partly in the transportation business, and partly in the leisure entertainment business, a duality that carries down into the ships themselves, which have both a crew headed by the in the world by such noteworthy publications as Conde Nast Travel and Travel and Leisure magazine, among others. Windjammer has a proprietary client database of approximately 280,000, of which over 60,000 are repeat customers. Windjammer is on target to report record revenues of approximately $40 million with net operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. of approximately $4 million. BEII's operating subsidiary An operating subsidiary is a business term frequently used within the United States railroad industry. In the case of a railroad, it refers to a company that is a subsidiary but operates with its own identity and rolling stock. Artmovement.com, as well as all assets and liabilities, will be spun off to its shareholders as a separate publicly held company after the reorganization is completed. Shareholders of record as of the merger date will receive their prorata interests in the new company. "Spinning off Artmovement into its own public entity was in the best interests of the shareholders. The share price is not adequately reflecting its true value. We have been discussing additional capital infusions with numerous potential investors who also suggested that a separate Artmovement would be better received in the investment arena. Management agreed that to move forward in its future development and attract additional investor interest we should separate Artmovement from BEII. By choosing such a strong merger candidate in Windjammer, our shareholders maintain an interest in a very strong low-tech public vehicle as well as their interests in Artmovement. In essence we've giving the shareholders a stock dividend of a 6% interest in a major company," stated Marc Berens, 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. . Closing is expected to occur in the first quarter of 2001 and is subject to signing of a Definitive Agreement and further due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. by both parties. Additional terms of the transaction were not released. About Berens Industries Inc. Through its wholly owned subsidiaries 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. , Artmovement and BEII.Net, Berens Industries is pioneering the development of streaming application servers that are deployable as rent-based solutions hosted and co-marketed by leaders in the Application Service Provider (ASP) industry (e.g,. Navisite and Interliant). Our product lines provide bundled packages of managed servers, global connectivity, scaleable bandwidth, applications and transactional systems -- everything required of e-commerce. These streaming application servers provide "tenant" licensing for businesses and "landlord" licensing for Web developers and ASP hosts. Our ongoing research and development is being conducted in collaboration with leading ASPs and software developers to deliver streaming application servers that bind relational databases and transactional systems with interactive streaming media. This press release may contain certain statements relating to future results, which are forward-looking statements as that term is defined in 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 are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, depending on a variety of factors such as general economic conditions in different countries around the world, fluctuations in global equity and fixed income markets, changes in commercial property and casualty premium rates, the competitive environment, the actual cost of resolution of contingent liabilities, the final form of the business transformation plan, the ultimate cost and timing of the implementation thereof and the actual cost savings and other benefits resulting therefrom. Further information concerning the company and its business, including factors that potentially could materially affect the company's financial results are contained in the company's filings with the Securities and Exchange Commission. |
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