Digital Mafia Enterprises Announces Signed Letter of Intent
23 February 1999
Digital Mafia Enterprises Announces That It has Signed a Letter of Intent to Exchange Its Capital Stock for 7.4 Million Shares of Pride Automotive Group Common Stock
WATFORD, England--Feb. 19, 1999--Pride, Inc. ("PRYD") today announced that it Pride Automotive Group, Inc. ("Pride") subsidiary has executed a Letter of Intent to acquire all of the issued and outstanding capital stock of Digital Mafia Entertainment, LLC ("Digital Mafia") in exchange for the issuance of 7,400,000 shares of Pride Common Stock.Digital Mafia was founded in 1994 with the mission of "expanding the hardware and software infrastructure within minority communities." Digital Mafia is the leading African American Internet developers in the country. Listed in the top 100 web developers in the country, its clients include Microsoft, Motown, HBO Home Video, the NY Knicks, MSBET (co-venture Microsoft/Black Entertainment Television), BMG North America, Def Jam, Columbia Records and Sony Music. Digital Mafia has also developed the internet destination "Fan Family.Com", one of the most trafficked African American online communities.
As part of the proposed transaction, which is subject to Board and shareholder approval of both companies, Pride will change its name to Digital Mafia Entertainment or some derivation thereof, to reflect its new business direction, and will further seek approval to (i) elect all of Digital Mafia's board to Pride's Board of directors; and (ii) to increase its authorized capital from 10,000,000 shares of common stock to 20,000,000 shares of common stock. In addition, officers of Pride will resign upon the closing of the proposed acquisition and will be replaced by current officers of Digital Mafia. PRYD, the majority shareholder of Pride, has indicated that it intends to vote in favor of the transactions set forth herein.
In addition to the foregoing, Pride today announced that it will sell its Pride Management Services, PLC ("PMS") subsidiary to PRYD for nominal consideration. PMS currently has limited vehicle contract hire (leasing) operations and a negative net worth. It is expected that PRYD will "wind down" the business of PMS subsequent to the closing of this transaction. Pride is also granting PRYD (i) a ten year proxy to vote the approximately 16% interest in AC Automotive Group, Inc. ("AC") shares owned by Pride; and (ii) a ten year option to acquire the AC stock at the current book value of such shares ($4,048,760).
Pride will offer existing Noteholders holding $1,615,000 principal of debt (approximately $2,000,000 inclusive of accrued interest) the opportunity to convert such debt (inclusive of accrued interest) to 1,700,000 shares of common stock. Assuming the conversion of the foregoing and the issuance of shares to pay existing costs and debt, there will be 12,656,500 shares of Pride common stock issued and outstanding.
Mason Hill & Co., Inc., an NASD Member brokerage firm, is acting as investment bankers for Pride and will be receiving a fee of 5%, in kind, for its services. Mason Hill & Co., Inc. acted as the Managing Underwriter for Pride's initial public offering.
The statements contained in this Press Release contain certain forward looking statements, including statements regarding Pride and its subsidiary's expectations, intentions, strategies and beliefs regarding the future. All Statements contained herein are based upon information available to Management as at the date hereof and actual results may vary based upon future events, both within and without the control of Pride Management.