Grande/MTC announces further details of their agreement reached last week.RICHMOND, British Columbia--(BUSINESS WIRE)--Dec. 12, 1994--The Grande Holdings Limited announced today, further details of the Dec. 5th agreement with MTC mtc - A Modula-2 to C translator. ftp://rusmv1.rus.uni-stuttgart.de/soft/Unixtools/compilerbau/mtc.tar.Z. Electronic Technologies Co. Ltd. Albert Ha, executive director of Grande said: "During our conversations with our shareholders, they requested further particulars of our agreement with MTC. We are pleased to provide these details to help shareholders and the investment community understand our commitment to MTC and the long term benefits we bring to the Company." When the Grande-MTC slate of directors is elected at MTC's Annual General Meeting on Dec. 15, 1994, Ha will become managing director of MTC and will relocate to British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography . Ha has extensive experience in reorganizing and restructuring companies. Francis Wong Francis Wong is an American jazz saxophonist, flutist, and erhu player. Of Chinese descent, Wong specializes in the fusion of free jazz and Asian musics, and is a central member in the Asian American jazz movement. who has extensive experience in telecommunications will become head of operations on a permanent basis. In addition, Grande will provide a team of specialists to deal with all MTC's needs, especially as regards forming and operating joint ventures in China. Ha stated, "We have a lot of experience in China and excellent relations with the Chinese governmental departments and regulators. Our existing relationships and past experience will be a tremendous benefit to MTC, including immediate enhancement of the Hubei cellular project, which we expect to achieve profitability shortly. We also plan to accelerate the joint venture with PTIC for the production of cellular phones, due to our established manufacturing capabilities in China." The new management will report to the board and to an independent committee to be established as a liaison with shareholders. The independent committee will be entitled to complete information from the company and will report to shareholders on a regular basis. In addition to its role as shareholder liaison, it will have specific responsibility for overseeing the continued prosecution of the the lawsuits against former management and the ongoing investigation into the prior frauds. The committee will be comprised of knowledgeable and experienced professionals, including a representative of the investment community. Following the election of the Grande-MTC slate, Grande is committed to purchase 3.3 million escrow escrow Instrument, such as a deed, money, or property, that constitutes evidence of obligations between two or more parties and is held by a third party. It is delivered by the third party only upon fulfillment of some condition. shares at $3 per share. Ha added, "It is important for shareholders to understand that to get these shares released from escrow and to avoid forfeiting up to 50% of our investment, we must generate at least $1.00 per share of operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. on a cumulative basis over a ten year period." Twenty percent of the escrowed shares Escrowed Shares Shares held in an escrow account and in most cases cannot be traded or transfered until certain circumstances like time horizon have been reached. The use of escrow for holding shares is often done during acquisitions and for performance-based executive incentives. will be released in stages for every ten cents Ten Cents has several meanings:
Incremental cost is additional or increased cost of an item or service apart from its actual cost. operating income per share. Thus, the first time the company earns 10 cents per share Cents per share The amount of a mutual fund's dividend or capital gains distributions that a shareholder will receive for each share owned. , 20% of the escrowed stock will be released, but no further shares will be released until the company earns 20 cents per share, all on an annual basis. Grande may get releases from the escrow upon the further payment to MTC of $1.50 bringing the price of the shares released from escrow to $4.50 per share. Once notice is given by Grande of their intention to have any shares released, a further one year holding period will commence. Also, as announced last week, Grande will contribute to MTC its interest in a joint venture between the Grande China Telecom (Northern) Co. Ltd. and the Telecommunications Division of the Chinese Navy Two modern navies have been known in English as the Chinese Navy:
These cities range in population from two million to 14 million, with a combined total of approximately 80 million people. Each system, depending on market size, will have the capacity of serving between 15,000 and 50,000 subscribers. The combined cellular coverage represented by this project, along with MTC's presence in Hubei and its Union Base Industries (UBI UBI Universidade da Beira Interior (Portugal) UBI Unrelated Business Income UBI Unified Business Identifier UBI United Bank of India UBI UKW-Sprechfunkzeugnis für den Binnenschifffahrtsfunk ) subsidiary, which plans to operate in seven smaller inland cities, will make MTC a significant force in Chinese cellular telecommunications. In addition to these details regarding the agreement between Grande & MTC, Ha commented on the recent remarks made by the self-styled `rescue' group headed by Harry Edelson. Ha stated: "We believe that they are opportunists who are taking advantage of the situation with a glitzy glitz Informal n. Ostentatious showiness; flashiness: "a garish barrage of show-biz glitz" Peter G. Davis. tr.v. P.R. campaign that has no substance. Shareholders should ask the following questions about this Group: -0- --"How can they assure shareholders that MTC will not have to redeem $22.5 million of convertible debentures because of their actions? --"Why haven't they committed to invest money in MTC? --"Why, unlike Grande, have they no project to transfer to MTC? --"Do you really believe that a Chinese governmental department would allow itself to be embroiled em·broil tr.v. em·broiled, em·broil·ing, em·broils 1. To involve in argument, contention, or hostile actions: "Avoid . . . in a hostile proxy solicitation? --"Why didn't they initiate proceedings to get the Annual General Meeting called? -0- "The agreement between Grande and MTC will benefit all MTC shareholders, is overall anti-dilutive and will bring financial and business assets to MTC. Grande, with its financial strength and strength in China, offers great benefits to MTC and all its shareholders in both the short and long term. Together with MTC, we have formed a united team with the capital resources, management expertise and dedication to revitalize MTC and build value for its shareholders." CONTACT: MTC Electronics
Teurino M. Barbaro, 604/278-8788
or
Grande Holdings
John T. Evans, 416/862-6779
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