TC X Calibur Inc. Announces the Execution of an Agreement and Plan of Merger with RE3W WorldWide Limited.SALT LAKE CITY -- TC X Calibur Inc. ("TC X") (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : TCXC TCXC Trinity College Cross Country ) announced today that it has executed a definitive merger agreement with RE3W WorldWide Limited, a privately held British Virgin Islands British Virgin Islands A British colony in the eastern Caribbean east of Puerto Rico and the U.S. Virgin Islands. Road Town, on Tortola Island, is the capital. Population: 21,700. Noun 1. company that offers a proprietary Internet-based real estate application marketed to commercial real estate professionals which simplifies and accelerates the process of identifying property prospects, organizing and updating ownership and property information and facilities collaboration with associates and clients ("RE3W"). Pursuant to the terms of the merger agreement, TC X formed a new subsidiary to merge with RE3W ("TCX TCX Thomas Cook Airlines, UK (ICAO code) TCX Twin Cities Experience (Campus Crusade for Christ) TCX Trans-Compression TCX Turbo Cad Drawing as Text Acquisition Corp."). The merger agreement provides for TCX Acquisition Corp. to merge with RE3W, with RE3W as the surviving corporation and constituting a subsidiary of the company. Additionally, as part of the merger, the holders of common stock of RE3W (which includes the holders of all of the presently outstanding preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. that convert to common stock immediately prior to the merger), will receive common stock of TC X. The merger is contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent RE3W obtaining a minimum of $8 million from the private sale of Units comprised of Series E Convertible Preferred Stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". and Warrants to purchase Common Stock. Upon the closing of the merger, the Series E holders will receive an equal number of shares of TC X Series A Convertible Preferred Stock with the same rights, preferences and privileges. Holders of warrants, options and convertible bridge notes in RE3W will exchange such securities for warrants, options and convertible bridge notes of TC X. At the conclusion of the merger, TC X will change its name to RE3W WorldWide Inc. The board of directors of RE3W WorldWide Inc. will be composed of designees of RE3W, and RE3W's management will manage RE3W WorldWide Inc. The transaction is expected to close in August 2006, subject to the satisfaction of various closing conditions, including the approval of the merger by the holders of a majority of the outstanding RE3W shares, the closing of a private placement of its Series E Convertible Preferred Stock by RE3W and the treatment of the merger as a tax-free reorganization for federal income tax purposes and various other customary conditions. No assurance can be given that the parties will be able to satisfy the conditions to the consummation of the merger. About RE3W RE3W is a developmental-stage company that was founded through its California affiliate in late 1999. RE3W targets commercial real estate professionals to provide them an Internet-based product designed to simplify and accelerate the process of identifying property prospects, organizing and updating ownership and property information, and using the information to collaborate with associates and clients. Using RE3W's application, participants in commercial real property transactions can search for property data on a nationwide basis, store this data and related documents in a secure digital file, and selectively share this information with transaction participants and others. After completion of beta testing (programming) beta testing - Testing a pre-release (potentially unreliable) version of a piece of software by making it available to selected users. This term derives from early 1960s terminology for product cycle checkpoints, first used at IBM but later standard throughout the of its application, RE3W rolled out its commercial application in March 2006. To date, RE3W has not earned any significant revenues. Cautionary Note Regarding Forward-Looking Statements Forward-looking statements in this release are made pursuant 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 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 such forward-looking statements involve risks and uncertainties, including without limitation, continued acceptance of the company's products, increased levels of competition for the company, new products and technological changes, the company's dependence on third-party suppliers, and other risks detailed from time to time in the company's periodic reports filed with the Securities and Exchange Commission. |
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