Logisoft Corp. Enters Into Letter of Intent to
Acquire Maxx Motorsports, Inc.; Internet Services Business
to Continue Under Current Management
FAIRPORT, N.Y., April 19 Logisoft Corp.
(OTC Bulletin Board: LGST), ("LGST") a fully-reporting company, announces that
it has entered into a non-binding Letter of Intent to acquire 100% of the
issued and outstanding shares of Maxx Motorsports, Inc. ("Maxx"). Pursuant to
the terms of the Letter of Intent, the parties are working to execute a
definitive stock purchase agreement by April 25, 2001 with an anticipated
closing of May 1, 2001.
Prior to closing on the acquisition of Maxx, Logisoft must raise
$7,000,000 in equity capital through the sale of 28,000,000 shares of its
common stock at $.25/share, and it must dispose of its two operating
subsidiaries Logisoft Computer Products Corp. and eStorefronts.net Corp. in
return for a minimum of 13,500,000 shares of Logisoft common stock. To view
the Letter of Intent in its entirety, visit http://www.freeedgar.com under the
company's 8-K filing dated April 16, 2001.
At this point, there can be no assurances given that either the
$7,000,000 in equity will be raised or that the two subsidiaries will be
purchased for 13,500,000 LGST common shares.
A special committee of independent Directors has been appointed by
Logisoft's Board of Directors to review the potential acquisition of Maxx, the
related potential disposition of the current subsidiaries as well as other
strategic alternatives that may increase shareholder value. The special
committee will consider this change in business direction in an effort to
increase shareholder value in reaction to the significant declines in market
valuations of internet services firms over the past year. The special
committee has the authority to approve the acquisition of Maxx and to
negotiate and execute the agreements required to complete the acquisition.
The special committee expects to complete its review of the Maxx transaction
and to make its decision on it by April 25, 2001.
The special committee is currently negotiating with a group of
shareholders for the disposition of the Company's operating subsidiaries in
exchange for approximately 13,500,000 shares of the Company's common stock.
This group of shareholders, which is led by the current management of Logisoft
Computer Products and eStorefronts and several of the investors in the
Company's March 2000 private placement, plans to continue the current internet
services business without interruption and to pursue existing opportunities
for affiliations with firms that are interested in the company's core
competencies. No changes in the operation of Logisoft Computer Products or
eStorefronts are anticipated as a result of these potential transactions.
There can be no assurance that the special committee will approve the Maxx
acquisition or what other strategic alternatives that the special committee
may recommend for the Company.
About Maxx Motorsports, Inc.
Maxx Motorsports, Inc. is a marketing, research and development company
focused on the industry of motorsports. Its particular emphasis is on
examining emerging trends, technological advancements and branding initiatives
that can maximize the growth of motorsports. It plans to develop new product
categories and niche opportunities for its clients, partners and investors.
With its senior management's experience in sports, entertainment and consumer
marketing, and its alliances with leading automotive engineering companies,
Maxx plans to capitalize on the confluence of modern sports business and
traditional motorsports practices. The company was originally formed in 1999
as Union Sports, LLC, and its name was changed in 2000 to more accurately
reflect its growing focus on the motorsports industry.
Safe Harbor Act Disclaimer: This release contains forward looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Act of 1934 that are based upon current
expectations or beliefs, as well as a number of assumptions about future
events. Although the Company believes that the expectations reflected in the
forward-looking statements and the assumptions upon which they are based are
reasonable, it can give no assurance that such expectations and assumptions
will prove to have been correct. The reader is cautioned not to put undue
reliance on these forward-looking statements, as these statements are subject
to numerous factors and uncertainties, including without limitation, the
independent authority of the special committee to act on the matters
discussed, the successful negotiation of the potential acquisition and
disposal of transactions described above, successful implementation of the
company's business strategy and competition, any of which may cause actual
results to differ materially from those described in the statements. In
addition, other factors that could cause actual results to differ materially
are discussed in the Company's most recent Form 10-QSB and Form 10-KSB filings
with the Securities and Exchange Commission.