CDK Signs Letter of Intent to Acquire Japanese Gaming Company.Business Editors & Entertainment/Gaming Writers MELVILLE, N.Y.--(BUSINESS WIRE)--Sept. 17, 2002 CDKnet.com, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :CDKX) announced that it had completed initial 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. after entering into a letter of intent with Global Leisure Corp. ("Global"), a privately held U.S. company that owns and operates a gaming center in Oita, Japan, through a Japanese subsidiary that is licensed for pachinko pa·chin·ko n. A Japanese gambling game played on a vertical pinball machine. [Japanese.] Noun 1. and slot machines. Pachinko, which is extremely popular in Japan, is a pinball like game that awards players with prizes based upon their scores. The prizes can be exchanged for cash consideration at prize stations that receive a small commission from the Pachinko parlor. Global's strategic plan is to expand its business by acquiring additional licensed gaming centers. The transaction is subject to several conditions including the execution of a definitive agreement, the approval of both companies' boards and Global's stockholders, the satisfaction or conversion of all outstanding options, warrants and convertible securities of CDK Cdk cyclin-dependent protein kinase. , the receipt of other required third party approvals, authorization of additional shares of CDK common stock and a recapitalization of outstanding shares, delivery of audited financial statements of Global in accordance with U.S. Generally Accepted Accounting Principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records. Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting , additional due diligence and compliance with applicable regulatory requirements. The letter of intent contemplates CDK acquiring 100 percent of the stock of Global in exchange for unregistered CDK common stock and CDK selling and distributing by way of a dividend, a portion of the present assets of CDK. If all conditions are fulfilled, the controlling stockholders of Global will own a controlling share of CDK, resulting in a change of management and a new board of directors. The precise number of CDK shares exchanged for Global will be adjusted based upon the combined entity achieving certain levels of reported actual or pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma annualized annualized Of or relating to a variable that has been mathematically converted to a yearly rate. Inflation and interest rates are generally annualized since it is on this basis that these two variables are ordinarily stated and compared. revenue during any fiscal quarter within seven quarters of the closing. The maximum percentage of CDK stock which the stockholders of Global will retain is 88% (if the annualized revenue during any fiscal quarter within seven quarters of the closing equals or exceeds $100 million) and the minimum is 65% (if annualized revenue is less than $50 million). 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. 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: Forward-looking statements in this release with respect to the CDK's or Global's business, financial condition and results of operations, as well as matters of timing and the prospective terms of the transaction described are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, certain delays beyond CDK's or Global's control with respect to market acceptance, whether financing will be available, whether Global will be able to identify and acquire additional Pachinko parlors, the effect of the application of acquisition accounting policies as well as certain other risk factors which are and may be detailed from time to time in CDK's filings with the Securities and Exchange Commission. |
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