Imaginon Announces Letter of Intent for Acquisition of Its Wireless Web Subsidiary by Gallagher Research Corporation.Business/Technology Editors SAN CARLOS San Carlos (săn kär`lōs), residential city (1990 pop. 26,167), San Mateo co., W Calif.; inc. 1925. The chief manufactures are plastic products, hardware, and machine parts. , Calif.--(BUSINESS WIRE)--April 18, 2001 Acquiring public company plans to change name to Wireless Web Data, Inc., will be traded on the OTCBB OTCBB See OTC Bulletin Board (OTCBB). ; Imaginon's stake is anticipated to be 80% of WWDI when the deal is consummated. Gallagher Research Corporation, a public Nevada corporation (OTCBB: GRDC GRDC Grains Research and Development Corporation GRDC Global Runoff Data Centre GRDC Global Runoff Data Center GRDC Geological Research and Development Centre (Indonesia) ), and Imaginon, Inc. (OTCBB: IMON IMON International Merkur Owner's Network IMON Internet Monitor ) today jointly announced that GRDC has executed a letter of intent (LOI LOI Letter of Indemnity (international trade and carriage business) LOI Letter Of Intent LOI Loss On Ignition LOI Letter of Inquiry LOI Lack Of Information LOI Lack of Interest LOI Letter of Invitation LOI List Of Items ) concerning the acquisition of Imaginon's wholly-owned subsidiary corporation, Wireless Web Data, Inc.(WWDI). A definitive agreement is anticipated within 30 days of this announcement. Under the terms of the LOI announced today by Imaginon Chief Executive Officer David Schwartz, and GRDC President Stephen Siedow, GRDC will issue 20 million shares of its common stock to Imaginon in order to acquire WWDI. When added to the approximately 5 million GRDC shares currently outstanding, GRDC will then have slightly less than 25 million shares outstanding, in total. Since Imaginon is currently the sole owner of WWDI, Imaginon's ownership of GRDC will be approximately 80%, under the terms of the LOI. Simultaneous with the exchange of stock, it is planned that a minority interest in the publicly traded company publicly traded company A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market. will be offered to investors in a private placement transaction. Upon closing of the anticipated definitive agreement, WWDI will become a 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. of GRDC, which will change its name to Wireless Web Data. It is expected that the newly re-organized and publicly owned WWDI will develop and market Vizario(TM), the latest commercial offspring of Imaginon's patented Transformational Database Processing and Playback (TDPP) technology that finds, formats, and presents data from either the Web or Intranet servers without a browser or Wide Area Protocol (WAP (1) (Wireless Access Point) See access point. (2) (Wireless Application Protocol) A standard for providing cellular phones, pagers and other handheld devices with secure access to e-mail and text-based Web pages. ) network. According to Schwartz, Vizario promises to bring significant new benefits to telcos, wireless equipment manufacturers, and end-users. Vizario is a client-server system that features an extremely small memory footprint -- a critical requirement for widespread deployment in a variety of wireless devices. Vizario permits browserless Web searches, searches to be initiated from a desktop and retrieved by a cell phone or PDA (Personal Digital Assistant) A handheld computer for managing contacts, appointments and tasks. It typically includes a name and address database, calendar, to-do list and note taker, which are the functions in a personal information manager (see PIM). device, as well as on-the-fly filtered and formatted search reports for small screen displays. "This sale of WWDI to GRDC and its associated financing program should allow Vizario to be brought to market while simultaneously maximizing value for Imaginon shareholders," Schwartz stated today. Added Siedow, "We are confident that acquiring WWDI will be the beginning of building a significant software business in the rapidly growing third generation wireless industry." Imaginon, Inc. is an information technology company focused on developing and marketing broadband and wireless interactive Internet and intranet software systems. ImaginVideo, the company's lead product, is a client-server application for the delivery and management of interactive video over TCP/IP TCP/IP in full Transmission Control Protocol/Internet Protocol Standard Internet communications protocols that allow digital computers to communicate over long distances. networks. The company's objective is to become the leader in data retrieval, processing and presentation software. ImaginVideo and Vizario are trademarks of Imaginon and are protected under U.S. Patents. Except for the historical information presented herein, the matters set forth in this press release are forward-looking statements within the meaning of 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. " provision of 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, or by the Securities and Exchange Commission in its rules, regulations, and releases. These forward- looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks include acceptance of Imaginon software by developers and users, the successful development of competitive software to Imaginon's, competitive pricing pressures for Imaginon software and services, and the availability of financing to complete management's plans and objectives. In addition, other risks are detailed in Gallagher Research Corporation's periodic reports and Imaginon's periodic reports and its Form S-3 registration statement declared effective by the Securities and Exchange Commission on February 16, 2001. These forward-looking statements speak only as of the date hereof. Imaginon and Gallagher Research Corporation disclaim any intent or obligation to update these forward-looking statements. |
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