Dega Technology, Inc. and Spectre Industries to Merge
15 December 1998
Dega Technology, Inc. and Spectre Industries to Merge; Spectre Industries and Grant Brothers Sales Ltd. to Form Grant Automotive Group
SAN LUIS OBISPO, Calif., Dec. 15 -- Dega Technology, Inc.
(OTC Bulletin Board: DEGA) and Spectre Industries, Inc.
(OTC Bulletin Board: STND) announced today that they have signed an agreement
to merge the two companies in a stock-for-stock merger. After completion of
the transaction, current Dega shareholders (other than Dega's present majority
shareholder, Mr. Jean-Pierre Makeyev) and Spectre shareholders will in the
aggregate each receive 5,250,000 shares of a newly formed Delaware holding
company, Dega.com, Inc., and Mr. Makeyev will receive 2,625,000 shares of
Dega.com. Mr. Makeyev may also receive performance-based options for shares
of Dega.com.
The parties intend this merger, which is not expected to have a dilutive
effect on the currently outstanding shares of Spectre and Dega, to be
completed in the first quarter of 1999 after the effectiveness of a
registration statement covering the Dega.com shares to be issued to Spectre
and Dega shareholders. Pending completion of the merger, both Dega's and
Spectre's stock will continue to trade separately.
Following completion of the merger between Dega and Spectre, Dega's
current internet car parts business will be operated by Dega Automotive
Systems, Inc., a wholly-owned subsidiary of Dega.com. This division will be
headed by Jean-Pierre Makeyev, Dega's current Chief Executive Officer, who
will also be Chairman and Chief Executive Officer of Dega.com.
Separately, Spectre Industries, Inc. and Grant Brothers Sales Ltd.
announced the formation of Grant Automotive Group effective January 1, 1999.
Grant Brothers Sales Ltd., one of Canada's largest agencies in the automotive
aftermarket business, will transfer their Traditional Auto Parts Division and
the Heavy Duty Division to Grant Automotive Group for a combination of cash
and shares of Spectre common stock. Grant Brothers Sales Ltd. will continue
to operate Grant Automotive Group in every respect. Ian Grant, Spectre's
current Chief Executive Officer, who will also be Dega.com's President, will
head Grant Automotive Group.
Dega has developed a unique Internet network system for automotive parts
suppliers and parts users that will allow automotive parts suppliers and parts
users to do business on-line. Thereby, Dega, who has been in the CD-ROM parts
catalogue business since 1989, has converted its technology to Internet
e-trade requirements. Its advanced and unique technology is intended to
establish Dega as a leader in this industry segment.
Grant Brothers' Traditional Auto Parts Division and the Heavy Duty
Division, which will be integrated into Grant Automotive Group, have 53 years
of experience in the automotive after market in North America and have an
excellent reputation at all levels of the automotive business. For Dega, they
represent an ideal marketing and sales operation. Conversely, Grant
Automotive Group and its customers are expected to benefit quickly from Dega's
new Internet parts software tools.
Dega.com will continue to hold a 20% interest in Spectre Cars, Ltd., a
British sports car manufacturer, expected to reach full production levels in
1999.
Jean-Pierre Makeyev, CEO of Dega, is quoted as saying, "The merger with
Spectre and Grant Automotive Group is exactly what Dega needed, we have
acquired a sales organization at low cost that we would otherwise have had to
build ourselves. Our new Internet parts procurement tools can be introduced
to key aftermarket organizations very quickly. We have also gained access to
Spectre's contacts in the European and North American financial markets and
funds raised by Spectre in Europe. This is improving our short-term cash
situation considerably. I am happy to have been able to accomplish this
merger. I firmly believe Dega has a good chance to become the next great
investment opportunity among new Internet companies."
Ian Grant, CEO of Spectre said, "I consider the transfer of two of Grant
Brothers' divisions to Spectre and the merger with Dega a tremendous
opportunity and a winner for all parties involved. Not only can Grant
Automotive Group provide Dega with fast access to the automotive after market
in North America, it also offers a great chance for significant growth
resulting from efficiencies gained by its planned consolidation in that
industry."
This press release contains certain forward-looking statements which
involve known and unknown risks, uncertainties and other factors not under the
Companies' control which may cause actual results, performance, achievements
of the Companies to be materially different from the results, performance of
expectations implied by these forward-looking statements. These factors
include, but are not limited to, the limited liquidity of the Companies, the
limited operating history of the Companies, uncertainty as to the Companies'
ability to implement their respective plans, as well as other risks.