BigStar Entertainment Inc. Signs Letter of Intent to Acquire Athlete.com Inc.Business Editors NEW YORK--(BUSINESS WIRE)--September 17, 2001 BigStar Entertainment, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : BGST BGST Bradley Gunnery Skills Test ) announced today that it had signed a letter of intent to acquire 100% of the outstanding shares of Athlete.com Inc., a privately-held youth sports information and instruction network. Upon completion of the stock merger, shareholders of BigStar Entertainment will own 40% of the outstanding shares of the merged company and shareholders of Athlete.com will own 60% of the company. The newly combined company, which will be known as Athlete TV, will build an interactive digital television platform that will focus on the development and production of both local and national youth sports programming for digital cable television, digital broadcast television, the internet and the emerging high speed wireless communication and entertainment devices. "This transaction takes advantage of the current convergence between digitally delivered entertainment media and the tremendous consumer interest in sports related activities at all levels in the US," stated BigStar 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. David Friedensohn. "The new capital invested into this company, as well as the technologies and content previously developed by both companies, can launch a vigorous new digital media business. We believe in the strength and the resilience of the US economy, we believe in the American people's continued capacity to grow and support new businesses, and we believe in the ability of BigStar and Athlete to deliver quality technology and programming." The transaction is subject to a number of conditions, including negotiation and execution of a definitive purchase agreement and the contribution of at least $2,000,000 in new equity financing Equity Financing The act of raising money for company activities by selling common or preferred stock to individual or institutional investors. In return for the money paid, shareholders receive ownership interests in the corporation. prior to the closing. Accordingly, no assurances can be given that the conditions precedent to closing the transaction will be met and that the transaction will be completed. Upon conclusion of the transaction the present directors and officers of BigStar Entertainment will be replaced by designees of Athlete.com. In conjunction with the provisions of the 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. section of 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, this news release may contain 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. pertaining per·tain intr.v. per·tained, per·tain·ing, per·tains 1. To have reference; relate: evidence that pertains to the accident. 2. to future anticipated projected plans, performance and developments, as well as other statements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc future operations. The Letter of Intent is a mutual expression of the intent of the parties and is not binding on the parties. Any binding commitment will be contained in the definitive agreements with no assurance being given that the agreements will be satisfactorily negotiated and executed by the parties. All such forward-looking statements are necessarily only estimates of future results and there can be no assurance that actual results will not materially differ from expectations. Further information on potential factors that could affect BigStar Entertainment, Inc. is included in the company's filings with the Securities and Exchange Commission. |
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