ConnectivCorp Signs Contribution Agreement To Acquire Aqua Development Corp.Business Editors
NEW YORK New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of & SAN FRANCISCO--(BUSINESS WIRE)--Oct. 10, 2002
ConnectivCorp (OTCBB OTCBB
See OTC Bulletin Board (OTCBB). :CTTV CTTV City of Tampa Television
CTTv CSF1PO, TPOX, THO1, and vWA (human genome) ) announced today that it had signed a contribution agreement pursuant to which it will acquire 87.27% of the outstanding common stock of Aqua Development Corp ("ADC (1) See A/D converter.
(2) (Apple Display Connector) A peripheral connector from Apple that combines digital video display, USB and power in one cable. "), which will become a majority-owned subsidiary majority-owned subsidiary
A firm in which more than 50% of outstanding voting stock is owned by the parent company. of ConnectivCorp, in exchange for 1,000,000 shares of ConnectivCorp's Series A Preferred Stock which are convertible into an aggregate of 58,470,900 shares of ConnectivCorp common stock which will represent approximately 83% of the issued and outstanding shares of ConnectivCorp.
The transaction is subject to certain conditions, including certain approvals, and is expected to close in November 2002.
ConnectivCorp, originally a medical communications network, announced last year a restructuring and refocusing of the company with the intention of seeking an appropriate merger or acquisition partner.
Charles T. Condy founded ADC in 1989. ADC currently operates seven restaurants including three Aqua restaurants (San Francisco, at the Bellagio in Las Vegas, and at the St. Regis Monarch Beach), Charles of Nob Hill and Redwood Park both in San Francisco, NOBHILL at the MGM MGM
in full Metro-Goldwyn-Mayer, Inc.
U.S. corporation and film studio. It was formed when the film distributor Marcus Loew, who bought Metro Pictures in 1920, merged it with the Goldwyn production company in 1924 and with Louis B. Mayer Pictures in 1925. Grand in Las Vegas and Pisces in Burlingame, California. Unaudited sales of ADC owned and managed restaurants for the fiscal year ending March 31, 2002 were approximately $25 million. ADC's revenues for that period were comprised or $13.2 million from owned restaurants and $1.1 million in management fees from managed restaurants. ADC has received many food industry awards, including the prestigious Ivy Award in 1998 from Restaurants and Institutions Magazine and the AAA AAA: see American Automobile Association.
(Triple A) A common single-cell battery used in a myriad of electronic devices of all variety. Like its double A (AA) cousin, it provides 1.5 volts of DC power. When used in series, the voltage is multiplied. Four Diamonds award for 2001. ADC's 2002 nominations for The James Beard Foundation Awards include Aqua restaurant in San Francisco as one of five restaurants in the United States nominated for the S. Pellegrino Outstanding Restaurant Award and NOBHILL (MGM Grand Hotel in Las Vegas) for the illy il·ly
Badly; ill: "Beauty is jealous, and illy bears the presence of a rival" Thomas Jefferson. Best New Restaurant Award.
Mr. Condy, ADC's Chairman and Chief Executive Officer, was the founder of California Energy and served as its Chairman and Chief Executive Officer from 1971 to 1991. California Energy was a leading developer and marketer of electricity generated from geothermal steam listed on the NASDAQ NASDAQ
in full National Association of Securities Dealers Automated Quotations
U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on and then American Stock Exchanges This is a list of American stock exchanges. Stock exchanges in Latin America (where Spanish and Portuguese prevail) use the term Bolsa de Valores, meaning 'bag' or 'purse' of 'values'. , whose revenues grew to $250 million under Condy's leadership. Mr. Condy left the company shortly after 25% of California Energy was acquired by the Peter Kiewit Company, a privately held $5.0 billion engineering and construction company. California Energy ultimately grew to $1.5 billion in revenues.
In announcing the planned acquisition, ConnectivCorp's Chairman, Robert S. Ellin, said, "The acquisition of Aqua Development Corp. is an important opportunity for CTTV's stockholders and fulfills our stated acquisition commitment. We are very pleased to have the opportunity to work with Charles Condy and his team and help them implement ADC's growth plans."
Mr. Condy commented, "This transaction is the next step in our plans to accelerate the rollout of Aqua, and its affiliated restaurant concepts and to make Aqua a major participant in the full service restaurant industry."
Upon completion of the acquisition, it is intended that Mr. Condy will become Chairman of the Board and the current ADC stockholders will control a majority interest in ConnectivCorp capital stock.
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. This press release may contain forward-looking statements relating to future performance and expectations within the meaning of such Act. Actual results could be affected or differ materially from those statements and expectations as a result of various factors including: the contribution transaction may not be consummated; the businesses may not be successfully integrated; and historical results may not be indicative of future performance of the combined businesses.
More information about factors that potentially could affect ConnectivCorp's financial results is included in ConnectivCorp's filings with the Securities and Exchange Commission.