CGI Holding Corporation Announces Merger with The Voice and Data Group.Business Editors/High-Tech Writers HILLSIDE Hillside may refer to: Places
CGI CGI in full Common Gateway Interface. Specification by which a Web server passes data between itself and an application program. Typically, a Web user will make a request of the Web server, which in turn passes the request to a CGI application program. Holding Corporation (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :CGIH.OB-news; the "Company") today announced that the Company has entered into an Agreement and Plan of Merger to acquire The Voice and Data Group, Inc. ("V&DG"), Chicago Chicago, city, United States Chicago (shĭkä`gō, shĭkô`gō), city (1990 pop. 2,783,726), seat of Cook co., NE Ill., on Lake Michigan; inc. 1837. , Illinois Illinois, river, United States Illinois, river, 273 mi (439 km) long, formed by the confluence of the Des Plaines and Kankakee rivers, NE Ill., and flowing SW to the Mississippi at Grafton, Ill. It is an important commercial and recreational waterway. . This is the first acquisition announced by the Company since Gerard M. Jacobs and T. Benjamin Jennings took control of the Company. The acquisition reflects the Company's strategic focus upon technology-advantaged service businesses. Incorporated in 1998, V&DG sells voice and data services to small and mid-sized businesses as an agent of AT&T. Arlene Kalafut and Sal Lo, the co-founders of V&DG, will continue to manage V&DG following the merger. In the merger, the stockholders of V&DG will receive from the Company an aggregate of $200,000 in cash plus 4 million shares of the Company's Common Stock. The stockholders of V&DG may also earn up to $5 million worth of additional shares of the Company's Common Stock depending upon the level of V&DG's pre-tax income during the fourth year following the merger. Immediately following the merger, the Company will contribute $750,000 to V&DG, which will be used by V&DG to repay debt and as working capital. The closing of the merger is subject to the satisfaction of a number of conditions, including but not limited to the completion of V&DG's audits, and the Company raising at least $1.2 million in equity and/or debt capital. Gerard M. Jacobs, the Company's 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. stated, "Voice and Data Group is an outstanding profitable company with an enthusiastic and talented management team led by industry veterans Arlene Kalafut and Sal Lo. Voice and Data Group brings a unique direct marketing approach to voice, data and internet 0services, and will also cross-sell the search engine marketing services of our WebSourced subsidiary. This merger with Voice and Data Group is expected to be significantly accretive on both a revenue and net income basis to the Company." Arlene Kalafut, the President and CEO of V&DG, stated, "With CGI, we have chosen the best partner to broaden our technology distribution channel. Our merger with CGI will not only enhance our market leadership in voice, data and internet services in the Midwest; but, will move us forward to scale our operations nationally." Dave Kauppi of the Hoganson Venture Group, Hinsdale, Illinois Hinsdale is an affluent Chicago suburb located in Cook County and DuPage County in the U.S. state of Illinois. The population was 17,349 at the 2000 census. The town's ZIP code is 60521. , initiated this transaction and represented V&DG in negotiations. CGI Holding Corporation, based in Hillside, Illinois Hillside is a village in Cook County, Illinois, United States. The population was 8,155 at the 2000 census. One notable landmark in Hillside is the Mount Carmel Cemetery. On the grounds of the cemetery are the graves of a number of organized crime figures, such as Al Capone. , currently has one subsidiary, Websourced, Inc., Morrisville, North Carolina Morrisville is a town in Wake County, North Carolina, USA. The population was 5,208 at the 2000 census. A Special Census was conducted by the United States Census Bureau in March 2004, when the population was enumerated at 11,915. , a leader in search engine marketing (see www.keywordranking.com). Statements made in this press release that express the Company's or management's intentions, plans, beliefs, expectations or predictions of future events, are 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. . The words "believe", "expect", "intend", "estimate", "anticipate", "will" and similar expressions are intended to further identify such forward-looking statements, although not all forward-looking statements contain these identifying words. Those statements are based on many assumptions and are subject to many known and unknown risks, uncertainties and other factors that could cause the Company's actual activities, results or performance to differ materially from those anticipated or projected in such forward-looking statements. Other factors that could cause the Company's actual activities, results or performance to differ materially include risks and uncertainties relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc : historical losses; balance sheet weaknesses; payment obligations; capital needs; acquisitions financing, terms and conditions; integration of acquired businesses; managing growth; availability of skilled labor and key personnel; weak general economic and business conditions; competition; lack of brand awareness; client expectations; dependence upon the internet as a means for commerce; governmental regulation or taxation; inability to protect intellectual property; illiquidity of the Company's stock; insider control; no dividends; and other factors and risks discussed in the Company's filings with the Securities and Exchange Commission. The Company cannot guarantee future results, levels of activity, performance or achievements and investors should not place undue reliance on the Company's forward-looking statements. The forward-looking statements contained herein represent the judgment of the Company as of the date of this press release, and the Company expressly disclaims any intent, obligation or undertaking to update or revise such forward-looking statements to reflect any change in the Company's expectations with regard thereto there·to adv. 1. To that, this, or it. 2. Archaic In addition to that; furthermore. thereto Adverb Formal 1. to that or it 2. or any change in events, conditions or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or on which any such statements are based. Source: Trianglepr.com - Promoting your company to the press |
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