Fashion Dynamics Enters Agreement and Plan of Merger with FED Corporation.Business Editors VANCOUVER, British Columbia--(BUSINESS WIRE)--March 15, 2000 Fashion Dynamics Corporation (the "Company"), announced today that it has entered into a definitive Agreement and Plan of Merger with FED Corporation, located in Hopewell Junction, New York Hopewell Junction is a hamlet (and census-designated place) in Dutchess County, New York, United States. The population was 2,610 at the 2000 census. Hopewell Junction is located within the Town of East Fishkill. . In connection with this transaction, the Company has filed an application to list its common shares on the American Stock Exchange American Stock Exchange (AMEX) Stock exchange in the U.S. Originally known as “the Curb,” it began as an outdoor marketplace in New York City c. 1850. It moved indoors to its present location in the Wall Street area in 1921. and has changed its name to eMagin Corporation. The Agreement and Plan of Merger specifies that upon closing, FED will merge with the Company's subsidiary, FED Capital Acquisition Corporation, with FED surviving. Following the merger, the business to be conducted by the Company will be the business conducted by FED prior to the merger. In connection with the merger, the Company has raised approximately $27,250,000 in a private placement which will be used to fund the operating and capital needs of the Company. The closing of the transaction is expected to occur on or before March 16, 2000, but is subject to the satisfaction of certain conditions. FED Corporation began operations in 1993 to exploit its semiconductor technology base to enable a new paradigm New Paradigm In the investing world, a totally new way of doing things that has a huge effect on business. Notes: The word "paradigm" is defined as a pattern or model, and it has been used in science to refer to a theoretical framework. in computers, communication, and entertainment, by focusing on display systems. Its acquisition of Virtual Vision in 1998 facilitated FED's evolution into a provider of total systems solutions. FED's corporate headquarters and microdisplay operations are co-located with IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) on its campus in East Fishkill, NY. Wearable and mobile computer system design and full-custom microdisplay system facilities are located at its wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , Virtual Vision, Inc., in Redmond, WA. Sales and marketing offices are located in Santa Clara Santa Clara, city, Cuba Santa Clara (sän`tä klä`rä), city (1994 est. pop. 217,000), capital of Villa Clara prov., central Cuba. , CA and in Japan. This release contains statements that constitute forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21 of the Securities Exchange Act of 1934 and are subject to the 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. provisions of those sections and 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. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk uncertainties including those described in the Company's filings with the SEC, and that the actual results or developments may differ materially from those in the forward-looking statements as a result of various factors. The Company has based these forward-looking statements on information currently available and disclaim any intention or obligation to update or revise any forward-looking statement. |
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