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DataWave Signs Agreement and Plan of Merger with Integrated Data Corp.


Business Editors/High-Tech Writers

VANCOUVER, British Columbia--(BUSINESS WIRE)--June 4, 2004

DataWave Systems Inc. ("DataWave") (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:DWVSF) (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
 VENTURE:DTV (Digital TeleVision) Transmitting TV using digital signals. The major DTV standards are ATSC (North America), DVB (Europe) and ISDB (Japan). All three use MPEG-2 video compression and Dolby Digital audio compression. DVB and ISDB also include MPEG audio compression. ) announced today that it has signed an Agreement and Plan of Merger with Integrated Data Corp. ("IDC") (OTCBB: ITDD) whereby DataWave will merge with IDC's subsidiary. Shareholders of DataWave will be issued shares of IDC in exchange for all the issued and outstanding shares of DataWave. IDC currently holds 50.07% of DataWave's shares and has been an investor in the Company since 2002. Prior to that, IDC's principal shareholders have been investors in DataWave since 1999. The Agreement and Plan of Merger has been approved by the Boards of Directors of both companies. It is subject to a number of conditions including the approval of DataWave shareholders and regulatory approvals. The transaction is expected to close by December 31, 2004.

Under the terms of the agreement, DataWave shareholders will be entitled to receive 1 share of IDC for approximately every 11 shares of DataWave. The acquisition price, calculated and paid in shares of IDC valued at US$2.6022 each, is based upon a value of US$10 million for 100% of the equity in DataWave, including any and all shares already owned by IDC, and US$20 million for 100% of the equity in IDC. The final consideration is subject to adjustment and will be based on an independent valuation and 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.
 received from Evans & Evans. Inc., chartered business valuators. The IDC shares issued for the acquisition of DataWave shares not already owned by IDC will be freely tradable shares, to the extent legally permissible and in accordance with the rules and regulations of the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  Securities and Exchange Commission.

Closing under the Agreement and Plan of Merger will be conditional on the following, among other conditions:

-- DataWave successfully re-domiciling from Yukon to the State of

Delaware, United States;

-- the shareholders of DataWave and IDC approving the

transaction;

-- the receipt of a Fairness Opinion from Evans and Evans Inc.

that the transaction is fair to both DataWave and IDC

shareholders; and

-- the receipt of all required regulatory approvals.

The parties expect to file Form S-4 (Registration Statement) with the SEC within the next four months.

About DataWave (http://www.datawave.com)

DataWave has been an innovator and developer of prepaid and stored-value programs and merchandising solutions since it was founded in 1994. DataWave pioneered systems that allow for point-of-sale activation of high value, high shrinkage products, such as cash cards, prepaid phone cards and prepaid wireless time. These systems work equally well over the Internet, through intelligent freestanding free·stand·ing  
adj.
Standing or operating independently of anything else: a freestanding bell tower; a freestanding maternity clinic.
 vending machines vending machine, coin-operated, automatic device for selling goods. Many vending machines are capable of making change, and some of the more sophisticated ones accept paper money or credit cards.  and POSA POSA Public Order and Security Act
POSA Pattern Oriented Software Architecture
POSA Passive Optical Sample Assembly
POSA Parks and Open Space Advocates (Seattle, WA)
PoSA Pomona College Student Art Gallery
 terminals, or with various card activation devices, including cash registers.

About Integrated Data Corp. (http://www.integrateddatacorp.com)

Headquartered in Conshohocken, Pa., IDC is a Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state.  with OTCBB listed stock, symbol 'ITDD'. It is an international holding company with interests in the U.S., Canada, the U.K. and Italy. IDC's subsidiaries and partner companies offer a wide range of telecommunications, wireless, point-of-sale activation, financial transaction and other services. IDC currently owns about 51% of DataWave's outstanding shares.

DataWave Systems Inc.

John Gunn John Gunn may refer to:
  • John Gunn (cricketer) (1876-1963), English cricketer
  • Sir John Currie Gunn (1916-2002)
  • John Gunn (Australian politician) (1884-1959), 29th Premier of South Australia
, General Manager, CFO See Chief Financial Officer.  

Legal Notice Regarding 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.
:

Statements in this news release which are not purely historical are forward-looking statements, including any statements regarding beliefs, plans, expectations or intentions regarding the future.

This news release contains forward-looking statements that involve risks and uncertainties concerning the proposed merger of DataWave with IDC. Actual events or results may differ materially from those described in this news release due to a number of risks and uncertainties. Potential risks and uncertainties include, but are not limited to, the possibility that the transaction will not close, that the closing may be delayed, that shareholder and regulatory approvals are not received, and general economic and political conditions.

Although we believe that the beliefs, plans, expectations and intentions contained in this letter are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Readers should also refer to the risk disclosures outlined in our annual report on Form 10-KSB for the year ended March 31, 2003, filed with the United States Securities and Exchange Commission.

"DataWave" is a registered trademark of the Company. All other trademarks and trade names referred to are the property of their respective owners.

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.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1CANA
Date:Jun 4, 2004
Words:742
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