Habe hier etwas gefunden unter travelbyus.com unter 28.02.2000
Kann da jemand etwas mit anfangen ?
avelbyus.com TO MERGE WITH NASDAQ LISTED AVIATION
GROUP INC. & ACQUIRE VACATION WHOLESALE TRAVEL
COMBINED COMPANIES TO HAVE ANNUAL REVENUES OF US$120
White Rock, B.C. - travelbyus.com ltd. (Toronto Stock Exchange:
TBU; Frankfurt Stock Exchange: TVB) announced today that its Board
of Directors has unanimously approved a binding Letter of Intent to merge
with Aviation Group Inc., (NASDAQ: AVGP) Dallas, Texas, and through
Aviation Group Inc, acquire 100% of Seattle based Global Leisure Travel
Inc. The newly combined NASDAQ company will have annual revenues in
excess of US$120 million. Gross travel bookings through the newly
combined Company's portal website, 2,000 North American travel agent
affiliates, its 800-i-travel call center, consolidators and tour operators are
expected to exceed US$4.2 billion this year.
travelbyus.com also announced that it will immediately prepare and file a
definitive agreement with all necessary regulatory authorities for approval
by the shareholders of a merger of travelbyus.com with Aviation Group
Inc. on a share for share exchange on a tax-exempt basis. Aviation Group
Inc. will change its name to travelbyus.com Inc. There are currently 71
million shares of travelbyus.com outstanding versus 3.6 million Aviation
Group Inc. common shares. Shares of the combined NASDAQ listed
company will be represented approximately 95.2% by travelbyus.com
shareholders and 4.8% by Aviation Group Inc. shareholders. All existing
warrants and options will continue under the same terms and conditions.
Global Leisure debt and shareholders will be issued US$16.2 million of
9% preferred shares and 4.25 million warrants. The preferred shares are
convertible into common stock starting September 30, 2000, at the
Company's option, using the 21-day trailing average trading price. The
warrants will be exercisable into common shares at between US$3 and
US$4 per share over a period of two years.
Doerge Capital Management of Chicago, Illinois, a division of Balis
Lewittes & Colman, Inc., will provide up to US$18 million to assist
Aviation Group in completing the transaction.
"Global Leisure is a good fit for travelbyus.com and the merger of the
two companies into Aviation Group Inc. can allow us to be part of a
significant enterprise with strong investor retail and institutional support,"
said David Doerge, Chairman of Doerge Capital Management.
Global Leisure is a provider of discount air and land vacation packages
and has significant contracts with certain major domestic air carriers that
can add significantly to the combined enterprise's product content.
Aviation Group, an aviation services company, can provide near-term
access to US capital markets and additional growth capital through the
pending sale of its existing aviation service operating divisions.
"By acquiring Global Leisure and merging into Aviation Group, we move
travelbyus.com into the next phase of our business plan," said Bill
Kerby, travelbyus.com's Vice Chairman and CEO. "Global Leisure's 17
major airline contracts, multiple hotel and resort programs, and leisure
packages to the South Pacific, Mexico, Asia, Hawaii, Australia, New
Zealand and continental United States, give us major content to move
through our e-commerce and travel agent affiliate sites. The merger of
travelbyus.com with Aviation Group Inc. is subject to the execution of
definitive agreements and obtaining regulatory approvals," he added.
The companies will hold a dial-in conference call on Tuesday, February
29, 2000, at 4:15 pm Eastern Standard time and will issue a further press
release with details of the call.
Except for the historical information contained herein, this press release contains
statements that constitute forward-looking statements, as defined in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and
uncertainties that could cause actual results to differ materially from the forward-looking
statements. Factors that may cause or contribute to such differences include, among other
things, the Company's ability to close the proposed transaction. Other risks and
uncertainties include changes in business conditions and the economy in general,
changes in governmental regulations, unforeseen litigation and other risk factors identified
in the Company's public filings under "Risk Factors." The Company undertakes no
obligation to update these forward-looking statements for revisions or changes after the
date of this press release. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities in any state or
Canadian province in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under securities laws of such state or province.