Boulevard Capital Ltd. - Announcement.Business Editors VANCOUVER, B.C., Canada--(BUSINESS WIRE)--March 21, 2000 On March 10, 2000, Boulevard Capital Ltd. (CDNX CDNX See Canadian Venture Exchange (CDNX). :BVD BVD see bovine virus diarrhea. ), (Boulevard) signed a formal share purchase agreement with Dome Communications Inc., ("Dome") to acquire all the issued and outstanding shares of Dome. Dome is a full spectrum telecommunication and cable/fibre infrastructure contractor located in 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. , that offers specialized technical services to the major telecommunications companies See telecom company. in Canada. These services include design, construction, and maintenance of fibre and cable wide area networks and residential and commercial distribution systems for television, telephone and data services. Dome's technical expertise and operating efficiency has established it as a prime contractor for Bell ExpressVu Bell ExpressVu is the division of Bell Canada Enterprises that provides satellite television service across Canada. It launched on September 10, 1997 and as of 2004 it has been providing "ExpressVu TV for Condos", a VDSL service provided to select multidwelling units (condominiums and Novus Telecom. Dome is currently completing projects for Bell ExpressVu and Novus Telecom on a daily basis and construction installation and maintenance agreements are being negotiated with AT&T, Group Telecom and other voice, internet, data and cable TV service providers and public utilities in South West British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography . Through acquisitions and expansion Dome intends to be a major outsourcing contractor in Canada and the U.S. Pacific Northwest for communications infrastructure projects and ongoing customer service and network maintenance. Dome's Competitive Advantages Dome's operational management team has performed work as primary contractor for Bell ExpressVu, AT&T, Novus Telecom, Group Telecom and MDU (1) (Multiple Dwelling Unit) A commercial or residential building with multiple offices or apartments. See BLEC. (2) (Multiply-Divide Unit) A high-speed circuit that performs multiplication and division within the CPU. Communications and brings these customers with them to Dome. Effective past performance puts Dome as Dome A or Dome Argus () is an Antarctican plateau located 1200 kilometres inland. It is thought to be one of the coldest naturally occurring places on Earth, with temperatures believed to reach -90 °C. a leading contender for contracts from new service providers. The cable and fibre installer and service segment of the burgeoning telecommunications industry is highly fragmented. Dome's competition comes from small, undercapitalized Undercapitalized A business has insufficient capital to carry out its normal functions. undercapitalized Of, relating to, or being a firm that has insufficient long-term equity to support its assets. companies and owner operators, who have neither the management team nor technical expertise nor access to capital needed to meet the demands of diverse national telecommunications providers Dome offers a unique vertically integrated and skilled workforce that provides seamless end-to-end infrastructure construction and consistent customer service. Managements goal is to grow into a national operation to serve its major clients, which are already in the process of becoming national. Dome's management forsees consolidation and national or extra-regional service provision in the currently fragmented metropolitan cable/fibre contractor segment as inevitable in order to meet the requirements of national and international telecommunications providers. Management Team Dome has attracted one of the most experienced technical and administrative management teams in the Canadian cable/fibre installer business through a consolidation of the major contractors in the Lower Mainland The Lower Mainland is the name that residents of British Columbia apply to the region surrounding the City of Vancouver. According to the 2001 census, over 2.2 million people live in the region; sixteen of the province's thirty most populous municipalities are located there of British Columbia. LESLIE E. MAEROV, 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. , practiced corporate and commercial law for 22 years, for high tech and other business clients and acted as an advisor at the executive and director level. He was the co-managing partner of his ten lawyer Vancouver law firm for 16 years before joining Lightwave Communications Inc., a cable/fibre installer, in September 1997, as senior vice-president, developing its corporate structure and its expansion and financing strategies. He will lead Dome's growth through winning contract awards, acquiring other installers and building a superior management team. RALPH BELLEFLEUR Chief Financial Officer, has had 25 years of progressively more responsible experience in the financial management field. He spent ten years as Chief Financial Officer of the Crown Paper Division of Fletcher Challenge and a further two years as Vice-President, Finance, of Unisource Canada-West, Crown Paper's successor. For the past four years he has provided financial management and strategic planning Strategic planning is an organization's process of defining its strategy, or direction, and making decisions on allocating its resources to pursue this strategy, including its capital and people. consulting services Noun 1. consulting service - service provided by a professional advisor (e.g., a lawyer or doctor or CPA etc.) service - work done by one person or group that benefits another; "budget separately for goods and services" to venture exchange companies. Mr. Bellefleur has experience in all aspects of accounting and finance as well as a broader background in operations, facilities management The management of a user's computer installation by an outside organization. All operations including systems, programming and the datacenter can be performed by the facilities management organization on the user's premises. , reorganization of operations, strategic planning and human resources The fancy word for "people." The human resources department within an organization, years ago known as the "personnel department," manages the administrative aspects of the employees. management. RON DEWHURST, Vice-president, Technical Services, has been in the computer and consumer electronics industry over 17 years, during which time he designed the industry accepted "Smart-Com" home electronic wiring design to accommodate emerging broadband technologies broadband technology Telecommunications devices, lines, or technologies that allow communication over a wide band of frequencies, and especially over a range of frequencies divided into multiple independent channels for the simultaneous transmission of different signals. , and the Nova Scotia Nova Scotia (nō`və skō`shə) [Lat.,=new Scotland], province (2001 pop. 908,007), 21,425 sq mi (55,491 sq km), E Canada. Geography Power Smart wiring standard so that future broadband services could be marketed to the utility's consumer base. Mr. Dewhurst is responsible for the development of business opportunities with service bundlers, utility companies and developers. RAY MCMILLAN, Director, Commercial Operations, has worked for all of the leading cable contractors in the Lower Mainland of B.C. over the past 17 years. Beginning as a cable installer he ultimately became operations manager See datacenter manager. at Regent Communications Regent Communications, Inc. NASDAQ: RGCI is an American radio broadcaster, based in Cincinnati, Ohio, which owns approximately 70 radio stations in small and medium radio markets in the United States. Inc. and then Lightwave Communications Inc., responsible for all day to day operations of a 70 person work force, including installers, foremen, warehousemen and mechanics. Details of Acquisition 1. Purchase Price The consideration to be paid by Boulevard for Dome Shares (the "Purchase Price") on the Closing Date will be the sum of One Million Seven Hundred and Thirty Thousand ($1,730,000) Dollars which will be paid as follows: (a) by the issuance at closing of two million, (2,000,000) free trading shares of Boulevard, having a deemed value of Eighty-five ($0.85) Cents per share Cents per share The amount of a mutual fund's dividend or capital gains distributions that a shareholder will receive for each share owned. and subject to a one year hold period; and (b) by the issuance of three million (3,000,000) common shares of Boulevard at a deemed price of One ($0.01) Cent per share (the Performance Shares), which Performance Shares will be subject to the terms of an earn-out escrow agreement Escrow Agreement A certificate provided by an approved bank that guarantees the indicated securities are deposited at that particular bank. Notes: For example, an investor who writes a call option and can present an escrow agreement is considered covered. (the "Earn-Out Agreement), the performance shares are released on the basis of one (1) share for every $1.00 of pre-tax income adjusted to add back the following expenses: depreciation, amortization, income taxes and inter-company management fees. 2. Pooling Agreement - The shares of each Principal of Dome receiving Trading Shares and Performance Shares will be placed in escrow escrow Instrument, such as a deed, money, or property, that constitutes evidence of obligations between two or more parties and is held by a third party. It is delivered by the third party only upon fulfillment of some condition. with an Escrow Agent escrow agent n. a person or entity holding documents and funds in a transfer of real property, acting for both parties pursuant to instructions. Typically the agent is a person (commonly an attorney), escrow company or title company, depending on local practice. (See: escrow) pursuant to the following terms: (a) one-third (1/3) of the shares shall be released on April 1, 2001, one-third (1/3) of the shares shall be released on April 1, 2002, and one-third (1/3) of the shares shall be released on April 1, 2003, subject to the Principal being an employee of Dome on those dates; (b) Trading Shares or Performance Shares, which have not been released from escrow pursuant to the Pooling Agreement, may be transferred to another person as may be designated by the Board of Boulevard under conditions set forth in the Pooling Agreement filed with the Exchange. 3. Boulevard will use its best efforts to raise up to $2.5 million dollars within one (1) year of closing by way of private placement. These funds will be substantially applied to the business of Dome. 4. 500,000 option shares are to be allocated to the management of Dome upon closing. 5. Management agreements are in place with the three principals of Dome (percentage ownership of Dome in brackets) - Leslie Maerov (85%), Ron Dewhurst (9%), and Ray McMillan (6%). All principals are residents of Greater Vancouver. 6. Leslie Maerov will be appointed to the board of Boulevard. 7. All documentation including a technical/evaluation report currently being prepared will be submitted to the Canadian Venture Exchange (The Exchange) for approval. Annual General Meeting Approval of the transaction will be sought at the Company's Annual General Meeting set for 2:00 p.m. April 20, 2000, at its registered offices located at 1710 - 1177 West Hastings Street, Vancouver BC. An announcement was issued in a national paper on February 18, 2000, giving notice of meeting. Sponsorship Global Securities Corporation Inc., (Global) subject to completion of satisfactory 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. , has agreed to act as sponsor to Boulevard in connection with the transaction. A corporate finance fee will be paid to Global. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion. Due Diligence An independent technical/assessment report is in the process of being prepared for the regulatory authorities by a qualified analyst and will be submitted to the Exchange upon completion. Funding The Company wishes to announce that, subject to Regulatory approval, it has negotiated a non-brokered private placement of up to 2.5 million special warrants ("Special Warrants") of the Company at a price of $1.00 per Special Warrant for gross proceeds of $2.5 million dollars. The special Warrants are convertible, without further consideration, into Units of the Company. Each unit will consist of one common share in the capital of the Company and one non-transferable common share purchase Warrant ("Warrant"). One Warrant and $1.50 will entitle the holder to acquire one additional common share of the Company during the first year of the term and the One Warrant and $1.75 will entitle the holder to acquire one additional common share of the Company during the second year of the term. A finder's fee Finder's fee A fee a person or company charges for service as an intermediary in a transaction. finder's fee The charge levied by a person or firm for putting together a deal. may be payable on a portion of the funds in accordance with the Exchange Policy. Capital Structure of Boulevard Capital Ltd. The company's authorized capital authorized capital n (COMM) → capital m autorizado or social authorized capital n (Comm) → capital social consists of 20,000,000 common shares of which 5,570,191 common shares are currently issued and outstanding. 445,000 stock options and 400,000 share purchase warrants are currently issued. Transfer of Debt Escrow Stock Current principals of Boulevard will transfer 900,000 shares of debt escrow shares to incoming principals. Following the Company completion of the acquisition, the Company's directors and officers are expected to be:
Randy Peaker - President, Director
Robert Chikites - Director
Derek De Biasio - Director
Leslie E. Maerov - Director
For further information contact Investor Relations.
Tell: (604) 685-5851
Toll Free: (888) 685-5851 Email: bvdcap@axion.net
On behalf of the Board of Directors
Randy Peaker
President
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and shareholder
approval. The transaction cannot close until the required shareholder
approval is obtained. There is no assurance that the transaction will
be completed as proposed or at all. The Canadian Venture Exchange has
neither approved nor disapproved of the information contained herein.
This news release may contain forward looking statements.
Boulevard Capital Ltd.
720 - 475 Howe Street
Vancouver, BC V6C 2B3
Phone: (604) 685-5851
Fax: (604) 685-7349
Email: bvdcap@axion.net
Thursday March 16, 2000
Shares issued 5,570,191
Stock Symbol "BVD" Canadian Venture Exchange
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