Brocker Completes Formal Agreement for Datec Acquisition.Business Editors EDMONTON--(BUSINESS WIRE)--Oct. 4, 2000 Brocker Technology Group Ltd. (Nasdaq: BTGL BTGL Bisexual Transgender Gay Lesbian , TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :BKI BKI Babbar Khalsa International BKI Kota Kinabalu, Sabah, Malaysia - Kota Kinabalu (Airport Code) BKI Bible Knowledge Institute BKI Brasil Kaffe Import (Danish Coffee Importer) ) announced today that the formal agreement to acquire Generic Technology Limited, the private holding company of the Datec Group, has been completed and signed by all parties, finalizing the terms of the Letter of Intent dated August 17, 2000. Under the terms of the agreement, Brocker will pay CDN (Content Delivery Network) A system of distributed content on a large intranet or the public Internet in which copies of content are replicated and cached throughout the network. $19,911,000 to purchase the outstanding shares of Generic Technology. Included in the acquisition will be Generic Technology's 50% holdings of Datec's Papua New Guinea Papua New Guinea (păp` ə, –y business and certain Australian interests. The other 50% of these businesses will continue to be owned by The Steamships Trading Company. The CDN$19,911,000 amount will be paid by Brocker issuing 1,393,770 Common Shares (at a deemed value of CDN$10.00 per share), plus a cash payment to Generic Technology shareholders of CDN$1,493,325 upon closing. The balance of CDN$4,479,975 is to be paid in four installments, with the last payment due June 30, 2003. Additionally Brocker will issue 350,000 common shares to key employees of Datec Group. The closing, which is subject to the satisfaction of all conditions including the receipt of regulatory approval and completion of all 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. , is expected to occur on or about October 9, 2000. The agreement also provides Brocker the following options: Brocker will have the right to satisfy the last three installment payments Installment payments Distribution of plan assets to beneficiaries based upon a regular schedule. with Common Shares in lieu of cash, with certain price protections to the sellers. Finally, should Datec's Fiji group fail to meet certain net profit targets in the next two fiscal years, Brocker will have the right to put the division back to the vendors for a price of approximately CDN$5 million payable at the Vendors option, either in cash or Brocker shares valued at CDN$8.00 per share. The Datec Group ("Datec") is a leading developer and marketer of information technology, and a major telecommunications and network management consulting firm, with offices throughout the South Pacific. In 1999, Datec had revenues of CDN$45.6 million and earnings of approximately CDN$2 million. Datec consists of 12 companies, employing over 300 people, with development, consulting, and marketing offices in Australia, New Zealand New Zealand (zē`lənd), island country (2005 est. pop. 4,035,000), 104,454 sq mi (270,534 sq km), in the S Pacific Ocean, over 1,000 mi (1,600 km) SE of Australia. The capital is Wellington; the largest city and leading port is Auckland. , Fiji, Papua New Guinea, Vanuatu and the Solomon Islands. Datec markets its business solution software and IT consulting, including network design and implementation and wireless communication, to medium and large, commercial and government organizations throughout the South Pacific region. Following the acquisition, the solutions development and marketing business of Datec will become an independent operation within Brocker's Applications Development Division and will continue to market under the Datec name. Datec's IT consulting business will be integrated into Brocker's Professional Services Division. Mike Ridgway, 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. of Brocker said, "We expect to see the synergies between Datec's and Brocker's business communications and software products develop very quickly. Datec's products complement ours, adding depth to the solutions portfolios of both companies. "In addition, the acquisition gives us the opportunity to rapidly expand the global footprint of our business solutions products into the high-margin South Pacific market with little additional infrastructure. It also enables Brocker to offer a wider solutions portfolio in our current markets." "The addition of Datec's IT consultants to our Professional Services division will increase the number and geographic spread of clients who will be exposed to Brocker's business communications solutions," continued Mr. Ridgway. "This is a key component of the growth strategy which we are pursuing worldwide." About Brocker Technology Group Ltd. Brocker Technology Group Ltd. http://www.brockergroup.com is a global innovator in business-to-business communications focusing on application development, technical consulting services, application hosting, and vendor services (Brocker's original technology distribution and service business). Brocker's e-communications products, collectively called EC Suite (Enterprise Communication Suite), include Supercession http://www.supercession.com (e-business transaction processing software), Bloodhound bloodhound, breed of large hound whose ancestors were known in the Mediterranean region before the Christian era. It stands about 25 in. (63.5 cm) high at the shoulder and weighs between 80 and 110 lb (36.3–49.9 kg). http://www.bloodhound.co.nz (unified messaging software) and Powerphone (caller ID software that also displays all of the client's transaction history). Brocker has established partnering agreements with KPMG KPMG Klynveld Peat Marwick Goerdeler (accounting firm) KPMG Kaiser Permanente Medical Group KPMG Keiner Prüft Mehr Genau (German) KPMG Kommen Prüfen Meckern Gehen and PeopleSoft. Brocker's Supercession is designed to integrate with PeopleSoft's non-internet based ERP (Enterprise Resource Planning) An integrated information system that serves all departments within an enterprise. Evolving out of the manufacturing industry, ERP implies the use of packaged software rather than proprietary software written by or for one customer. software. Unless stated otherwise all dollar amounts are expressed in Canadian Dollars. As of October 4, 2000, the Federal Reserve Bank of New York The Bank of New York, abbrieviated to BNY, was a global financial services company that existed until its merger with the Mellon Financial Corporation on July 2, 2007.[1] The bank now continues under the new name of The Bank of New York Mellon Corporation. noon buying rate was CDN$1.00 equals U.S.$0.6671. "SAFE HARBOR" STATEMENT UNDER 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: The statements contained in this release which are not historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. These risks and uncertainties include the Company's entry into new commercial businesses; the risk of obtaining financing, and other risks described in the Company's Securities and Exchange Commission filings. In addition, completion of the acquisition of Generic Technology Limited is dependent upon completion of satisfactory due diligence, and is subject to obtaining required regulatory approvals, and there is no assurance that this proposed acquisition will be completed. Product names mentioned herein may be trademarks and/or registered trademarks of their respective companies. The Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. has neither approved nor disapproved the information contained herein. |
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