Conac Software Corporation Gives Kapco Ventures Group Inc. Acceptance Proposal To Lock Up The Cash Buyout Offer To Purchase A Minimum Of 51% And A Maximum Of 100% Of Conac Shares.Business Editors/High-Tech Writers RICHMOND, British Columbia--(BUSINESS WIRE)--July 26, 2002 CONAC CONAC Continental Air Command CONAC Center of North America Coalition for Rural Development (North Dakota, USA) SOFTWARE CORPORATION (TSX-VEN: COT). Conac Software Corporation ("Conac") is pleased to advise that the Board of Directors of the Company has sent Kapco Venture Group Inc. ("Kapco") a formal proposal to accept its cash bid offer to Conac to purchase up to 100% of the Conac shares for (Cdn) $0.54 per share. Further to the Kapco bid offer to Conac previously announced on June 25th 2002, Conac has received a preliminary fairness evaluation from MCSI MCSI Multiple Capture Single Image MCSI Mining Consulting Services, Inc. mcSi Microcrystalline Silicon MCSI Motorola Cellular Services, Inc. MCSI Multi-Channel Communications Sciences Inc. MCSI Multi-Media Chunk Stream Identifier that the offer price has fair value. To that end, Conac has sent Kapco a formal acceptance proposal to the cash buyout offer at a price of $0.54 (Cdn) per share. In its proposal, Conac has stated that it is prepared to enter into a lockup agreement lockup agreement A contractual offer of valuable assets or stock made by a takeover target to the suitor deemed most acceptable to management. A lockup agreement tends to discourage unwanted suitors, but it may penalize the target firm's stockholders because with Kapco and not directly solicit other proposals or offers from any persons, corporations, partnerships or businesses. The additional terms and conditions of the proposal are as follows: 1. Kapco will pay Conac up to $700,000 (Cdn) for existing liabilities of the Company. 2. Kapco will deposit the sum of $200,000 (Cdn) for the Company's expenses in connection with the offer. 3. The Conac Board to obtain a fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. from its financial advisors and a formal valuation from an independent valuator and seek advise 4. 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. to be conducted between both parties. 5. Kapco to honor existing employment agreements between the Company and its directors, managers and employees 6. Kapco to exchange outstanding Conac incentive stock options and share purchase warrants for cash at a price equal to the difference between their exercise price and the offer price 7. Conac to have successfully executed the Joint Venture agreement with MacroBuld.com Corporation in respect of Mac-Con Build Corporation and the Joint Venture Agreement with Keelor Corporation in respect of Konac Corporation on terms and conditions previously announced on January 24, 2002 and May 21, 2002 respectively. The Kapco Board will be meeting on July 29th to discuss the above terms and conditions of the acceptance proposal, dated July 25, 2002. There is no assurance at this time that an agreement will be reached between the Company and Kapco or that an acquisition will be concluded. Kapco Venture Group Inc. was incorporated in April 1997 in the Cayman Islands Cayman Islands (kā`mən), British dependency (2005 est. pop. 44,300), 100 sq mi (259 sq km), comprising three islands in the West Indies. as a 100% subsidiary of Kapco International. The Kapco Group of companies have provided venture capital, merchant banking and corporate advisory services advisory services advisory services provided to the public, in their capacity as owners and managers of animals, are an important part of veterinary science. They may be provided by government bureaux, by commercial companies who deal in pharmaceuticals or animals or animal to companies in a variety of industries across Asia, Europe and Australia. Kapco's management professionals are employed by a number of Fortune 500 Companies and collectively have over 100 years of experience across a variety of sectors. Kapco has made investments in several successful Real Estate projects across Asia and has been instrumental in providing required funding and expertise in the procurement of several government licenses in the Telecom and Internet industries. Kapco has also funded numerous call Centers and Software development units in Asia that are 100% Export Oriented Units (EOUs) that service the requirement of 41 publicly listed companies listed company n → compañía cotizable listed company n → société cotée en Bourse listed company list n → in Asia, Europe & U.S. Conac Software Corporation is the leading edge specialist in project oriented and financial software for the Construction Industries. Since 1984, Conac's innovative and easy-to-use products have grown in market acceptance among general contractors, home builders, sub trades, designers and engineers and has become the standard for the construction industry in Canada. The Company's integrated software Separate software components or applications that have been combined into one package. See integrated software package. products control every fact of the Construction Management process. To learn more about Conac Software Corporation, visit our website at: www.conac-ir.com or www.conac.com. Investor Relations Investor relations The process by which the corporation communicates with its investors. : PacWest Group, Mike Marrandino, PH: 604-684-6999 or TF: 877-684-6999 investor@conac-ir.com On behalf of Conac Software Corporation, "Jacqueline Michael" Jacqueline Michael, President The TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. |
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