Thursday June 29, 2:07 pm Eastern Time
SOURCE: travelbyus.com ltd.; Aviation Group, Inc.; Travel24.com AG
Aviation Group Files Registration Statement for Planned Arrangement with travelbyus.com ltd.
- First Step with Trans Atlantic Strategic Partnership with Travel24.com Completed with Cash Injection of US$8 Million -
WHITE ROCK, British Columbia, June 29 /CNW/ -- travelbyus.com ltd. (Toronto Stock Exchange: TBU; Frankfurt Stock Exchange: TVB) announced today that Aviation Group, Inc. (Nasdaq: AVGP; Boston Stock Exchange: AVG) has filed a registration statement with the Securities and Exchange Commission relating to their previously announced business combination. When the registration statement becomes effective, both Companies will call shareholders meetings to vote upon the transaction.
travelbyus.com and Aviation Group also announced today that on June 16, 2000, travelbyus.com and Travel24.com AG (Frankfurt Neuer Market: TVD) executed agreements relating to their previously announced intent to exchange cash and shares in a cross-shareholding arrangement.
Under the terms of the two-part Travel24.com deal, travelbyus.com agreed to issue 2,000,000 of its common shares at a per share price of US$2.50 for a total of US$5,000,000, and a two-year convertible debenture for US$3,000,000 with the conversion price set at US$3.00 per share. The above transaction, totaling US$8,000,000, closed June 28, 2000.
In the second part of the cross-shareholding arrangement, travelbyus.com agreed to exchange 11,800,000 of its common shares at US$2.50 per share in exchange for the issuance of 1,482,594 shares of Travel24.com at an average price of US$19.90 (approximately Euro 22.00) per share. This share swap is subject to certain legal and regulatory conditions, and is expected to be completed no later than September 30, 2000. On a fully diluted basis, assuming completion today, travelbyus.com would own approximately 13% of Travel24.com. Travel24.com would own approximately 14% of travelbyus.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of any securities in any state or Canadian province in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws. Prospective investors are urged to read the joint proxy statement/prospectus and registration statement filed with the Securities and Exchange Commission by Aviation Group in connection with its proposed arrangement with travelbyus.com. These documents are available for free at the Securities and Exchange Commission's EDGAR website at www.sec.gov and may be obtained for free from Aviation Group upon request.
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 ability to close the proposed transaction disclosed above, dependence on certain vendors, changes in the travel industry, seasonability of business, risk of future losses from operations, regulation and development of the Internet, brand identification of travelbyus.com's business, declines in travel commission rates, technological changes, the ability to sell or merge all or a portion of Aviation Group's businesses, environmental regulation and increased competition in the on-line travel services industry. Other risks and uncertainties include changes in business conditions and the economy in general, changes in governmental regulations, unforeseen liquidation and other risk factors identified in public filings by Aviation Group or travelbyus.com under "Risk Factors." Aviation Group does not undertake any obligation to update these forward-looking statements for revisions or changes after the date of this press release.