Margate Signs Definitive Merger Agreement with B2B EUROwireless.com
11 July 2000
Announces Special Cash Dividend of $0.50 per share
YALE, Mich. - Margate Industries, Inc. today announced that its board of
directors has unanimously approved the merger of the Company with New York City-
based B2B EUROwireless.com, Inc. and that it has executed an agreement and plan
of reorganization.
The Yale, Mich.-based foundry-services company said the plan, which is
subject to shareholder and regulatory approvals, calls for Margate to form a
holding company that will operate two wholly owned subsidiaries. One
subsidiary will be the existing business of Margate Industries; the other
subsidiary will be the business of B2B EUROwireless.com, an e-commerce company
formed last year to offer Internet-based business-to-business trading via
wireless devices. Margate said it expects to complete the reorganization and
close on the transaction by the first quarter of 2001.
Margate's board of directors received a fairness opinion on the
transaction from New York-based Chartered Capital Advisers (CCA), which
provides valuations of businesses and their securities. CCA concluded that
the transaction is fair to Margate shareholders from a financial point of
view.
In a separate action, Margate's board of directors approved a special cash
dividend of $0.50 per share on the Company's common stock. The dividend is
payable on August 25, 2000 to shareholders of record on July 24, 2000.
"Today's announcements reflect the Board's commitment to deliver
shareholder value over the near-term as well as the long-term," said William
Hopton, president and chief executive officer of Margate. "The special
dividend lets shareholders receive a return based on Margate's improved
financial performance and cash flow from operations. The merger provides
Margate shareholders with an opportunity to participate in the rapid growth of
the business-to-business e-commerce industry, while maintaining our core
business in the foundry-services industry."
Margate Industries said the transaction will not result in any
operational, management or employment changes at its wholly owned foundry-
services units, Yale Industries and Fort Atkinson Industries. Margate
Industries employs approximately 200 associates at the two companies, which
provide cleaning, grinding, chipping and finishing of iron castings for the
automotive, heavy equipment and other industries.
Brendan Murphy, chief executive officer of B2B EUROwireless.com, said:
"We are pleased to have reached this point of the merger process and firmly
believe that we have structured a transaction that should benefit both
companies and their respective shareholders. The merger will enable B2B
EUROwireless.com to access the public equity markets for the growth capital
necessary to build our company into a true competitor in the emerging market
for wireless trading via the Web."
B2B EUROwireless.com was formed in December 1999 and is owned by
Incubax.com, a New York City-based Internet incubator that also owns several
technology companies that offer open-source product development, business-to-
business e-commerce, Internet infrastructure and enabling, content and
community development, online entertainment and wireless applications.
B2B EUROwireless.com has created a number of innovative applications that
utilize wireless application protocol technology to deliver e-commerce trading
to wireless handheld devices. The company's website features a strong
international focus, including a multi-lingual translation service that will be
incorporated into the site and service.
Terms of Merger
The following is a condensed description of the basic terms of the
agreement and plan of reorganization:
* Margate will form a holding company that will, in turn, form two wholly
owned subsidiaries. Margate will merge into one of the subsidiaries, and each
Margate common share will be exchanged for one share of the holding company
stock. B2B EUROwireless.com will merge into the other subsidiary in exchange
for shares of the holding company stock. The holding company will be renamed
to reflect B2B EUROwireless.com's business orientation.
* Following the merger, current Margate shareholders will own
approximately 10.6% of the holding company; current B2B EUROwireless.com
shareholders will own approximately 89.4% of the holding company.
* After the merger, the holding company will have a five-member board of
directors with three representatives from B2B EUROwireless.com and two
representatives from Margate.
* After the merger, Margate's current foundry-services business will
retain its own management and policies. Margate will continue to be managed
by the same board of directors, plus one representative from B2B
EUROwireless.com.
* B2B EUROwireless.com shall contribute a minimum of $8 million cash for
use by the holding company at least one day prior to the closing of the
transaction; however, there are provisions for B2B EUROwireless.com to use a
portion of the funds for costs and expenses related to its business
development.
* Officers and directors of Margate and B2B will be subject to a lock-up
agreement, which prohibits them from trading their shares for a period of time
following the close of the transaction.
Margate said it will file a draft of a Form S-4 and the Agreement and Plan
of Merger with the Securities and Exchange Commission within the next 30 days.
The statements in this news release are qualified by reference to such
documents.