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TFCT- great news without the huge movement ......should be just getting ready to shoot soon
ATNG-it could be the play tomorrow ..
ATNG- uting ...0.007 X 0.008
ATNG-chart looks great and its oversold ....
ATNG-chart looks great and its oversold ....
TFCT-chart looking good
TFCT-chart looking good
TFCT-great news with no move ....any thought ?
ATNG-slowly move up .....great
ATNG- it looks like goin to shoot soon
ATNG- it looks like goin to shoot soon
ATNG- it does look good .......maybe the next winner?
wondering wat people smoke when they buy this stock......i want try some too ...... lol
ADVR- omni ...any thought on this one ...thanks
ADVR- keep uting ....great looking stock and news
Great post Bill ........good job
Ruellit..just wondering what is the O/S of PALR ....thanks
Does anyone what is the O/S for PALR ..thanks
Is that true ......all the shaes we brought is only worth 4% of equity of the newly capitalized Aegis?
i checked the post by that guy but not sure about all the info that he gives out ....... lets dont mention about his comment but is all the info that he pust out is TRUE?
thanks for helping
"It is believed that the current unaffiliated common shareholders will hold as much as approximately four percent of the equity of the newly capitalized Aegis."
yeah ....well as long as we made alot money on it ...that will be alrite ...... this kind of the gaining scares me too ...... :)
USXP-kinda interesting for these 3 days ....it got gapped in the early morning and comes down to some little gaining point ......well maybe they are still warming up for the big gain
Great calls for the PHOX ...good job guys
its so hard to get the AGIS order fill....even i put the market order but they still tokk more than 5 min to fill them all in
Got to Congrat to all the AGIS traders ......in these 2 days most of us have TONS gains ....... good job
USXP & ADOT-it does look great in pre
ADOT- great news
Advanced Optics Electronics Inc. Debt-Free Status to Occur During 1st Q 2004
Friday November 7, 8:30 am ET
Biomoda Inc. Opens New HQ on Military Base
ALBUQUERQUE, N.M.--(BUSINESS WIRE)--Nov. 7, 2003--Advanced Optics Electronics Inc. (OTC BB:ADOT), which previously confirmed the payment of all its bank debt, is preparing to eliminate the majority of all remaining debt by year end. The company has committed funds to achieve total debt-free status before the close of the first quarter of 2004.
Delivery to Biomoda Inc. of the core laboratory assets of Phase-1 Molecular Toxicology (Santa Fe, N.M.) will commence Monday, 11-10-03, for installation at Biomoda's new research facility situated within the secure civilian research complex of a major operational military facility in New Mexico. Biomoda Inc.'s acquisition of this significant inventory as part of an all-cash transaction now enables the company's expanded team of Ph.D.s and scientists to accelerate the level of research to accelerate commercialization of a large portion of its proprietary technology for the early detection and treatment of lung cancer.
Biomoda is nearly complete with the initial phase of its capital raising due to finish on or before 12-31-03. Biomoda projects initial listing on the NASDAQ OTC Bulletin Board upon the completion of this phase of its initial capital raising.
Advanced Optics Electronics Inc. is a technology company based in Albuquerque, N.M. The company maintains an R&D facility and manufacturing plant, and is engaged in building large-scale flat panel displays utilizing its patented and patent-pending technology.
In addition to the core business of ADOT, the company has made a strategic technology-oriented investment in Biomoda Inc. Biomoda Inc. is a company that holds patents and patents pending domestically and internationally for the early detection of lung cancer. ADOT currently holds directly and indirectly 30 percent of Biomoda Inc.
This news release contains forward-looking statements that involve a high degree of risk and uncertainty. Such statements include, but are not limited to, statements containing the words "believes," "anticipates," "expects," "estimates," and words of similar import. The company's actual results could differ materially from any forward-looking statements, which reflect management's opinions only as of the date of this report, as a result of risks and uncertainties that exist in our operation, development efforts and business environment. The company undertakes no obligation to revise or publicly release the results of any revisions to these forward-looking statements. You should carefully review the risk factors in other documents that the company files from time to time with the Securities and Exchange Commission, including its Quarterly Reports on Form 10-Q.
--------------------------------------------------------------------------------
Contact:
Advanced Optics Electronics Inc., Albuquerque
505-797-7878
www.adotsite.com
--------------------------------------------------------------------------------
Source: Advanced Optics Electronics Inc.
USXP,MOBL,WGFL,NEOM,ADOT,CHCL - is gapping up in the pre
USXP-the MACD in the chart seems goin to turn into positive soon...looks great
USXP-the MACD in the chart seems goin to turn into positive soon...looks great
sorry about that post ......after the news out today that the filing is canceled and the investment took the place of it
USXP-looks nice
USXP-looks nice
sorry about the confusion .....since the Merger Terminates so there will be no problem with the company
Aegis Communications Group Terminates Merger Agreement With AllServe; Announces Investment By Deutsche Bank and Essar Group
Wednesday November 5, 4:46 pm ET
IRVING, Texas, Nov. 5 /PRNewswire-FirstCall/ -- Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS - News) announced today that it has terminated its pending agreement to be acquired by AllServe Systems, PLC in accordance with the terms and conditions of the merger agreement and has signed definitive documents to effect today an investment in Aegis by Deutsche Bank AG - London and the Essar Group, a $4 billion holding company based in Mumbai, India. Aegis' Board of Directors responded to an unsolicited acquisition proposal from Deutsche Bank/Essar and determined, after consultation with its financial advisor and taking into account all legal, financial, regulatory and other aspects of the proposal, that the Deutsche Bank/Essar transaction would result in a more favorable outcome for the stockholders and debt holders of Aegis than the transaction with AllServe.
ADVERTISEMENT
Deutsche Bank and Essar are providing equal portions of a $28.231 million investment in Aegis in return for secured promissory notes and warrants to purchase up to 80 percent of the common stock of Aegis.
After a comprehensive process managed by SunTrust Robinson Humphrey, Aegis' Board of Directors determined that the Deutsche Bank/Essar Group offer was a superior proposal and that its fiduciary duties required it to accept the Deutsche Bank/Essar Group proposal rather than closing the pending transaction with AllServe. In contrast to the proposed AllServe deal, this transaction will result in Aegis remaining a publicly traded company with at least 20 percent of the equity initially remaining in the hands of the current preferred and common shareholders. It is believed that the current unaffiliated common shareholders will hold as much as approximately four percent of the equity of the newly capitalized Aegis.
In accordance with the terms of its existing senior and subordinated loans, as well as the terms of the agreements with Deutsche Bank/Essar Group, Aegis will be required to repay or otherwise retire its obligations to various lenders from the proceeds of this transaction. The costs of the transaction, including the expenses of Deutsche Bank/Essar will also be paid out of these proceeds to the extent possible, with any remaining amounts covered by the company. Initially and until Aegis's Certificate of Incorporation is amended to increase the number of authorized shares to cover all of the warrants acquired or to be acquired by Deutsche Bank/Essar, Deutsche Bank and Essar will have warrants representing about 35% of the common stock of Aegis on a fully diluted basis. This takes into account the conversion or cancellation of shares held by current preferred shareholders. Holders of sufficient shares to accomplish the necessary amendment of the Articles of Incorporation have already approved this amendment by written consent. The Company anticipates circulating shortly an information statement to stockholders in accordance with Regulation 14C of the Securities Exchange Act of 1934.
"I am extremely grateful to our directors who have spent considerable time and effort over the past several weeks conducting their fiduciary responsibilities and in the end have provided a result that is best for all of our stakeholders including our shareholders, creditors, clients and employees," commented Herman Schwarz, President and CEO of Aegis. "The fact that two extremely large and highly respected organizations like Deutsche Bank and the Essar Group combined forces to make an investment in Aegis should reflect the inherent value in our company and our bright prospects for the future," continued Mr. Schwarz. "We are excited about the opportunities that we will have to leverage the brand recognition of our new owners and in utilizing their resources to open off-shore capacity and penetrate new markets. This is a day that we expect to reflect back on as the starting point for generating significant market value in our company."
"We are delighted to be partnering with Deutsche Bank in this important investment and together we expect to be able to add significant value to the operations of Aegis," said Madhu Vuppuluri, spokesperson for the Essar Group. "This investment is part of the Essar Group's strategy to expand its presence in the global telecom and teleservices industry."
Aegis Profile
Aegis Communications Group, Inc. (Aegis) is a marketing services company that shows companies how to make customer care and acquisition more profitable. Aegis' services are provided to a blue chip, multinational client portfolio through a network of client service centers employing approximately 4,300 people and utilizing over 5,100 production workstations. Further information regarding Aegis and its services can be found on its website at www.aegiscomgroup.com .
The following is a "safe harbor" statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this document that are not based on historical facts are "forward-looking statements". Terms such as "anticipates", "believes", "estimates", "expects", "plans", "predicts", "may", "should", "will", the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: the Company's reliance on certain major clients; unanticipated losses of or delays in implementation of client programs; higher than anticipated implementation costs associated with new client programs; the successful combination of revenue growth with operating expense reduction to result in improved profitability and cash flow; government regulation and tax policy; economic conditions; competition and pricing; dependence on the Company's labor force; reliance on technology; telephone and internet service dependence; the ability, means, and financial markets willingness to finance our operations; and other operational, financial or legal risks or uncertainties detailed in the Company's SEC filings from time to time. Should one or more of these uncertainties or risks materialize, actual results may differ materially from those described in the forward-looking statements. The Company does not intend to update any of those forward-looking statements.
--------------------------------------------------------------------------------
Source: Aegis Communications Group, Inc.
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sorry about the confusion .....since the Merger Terminates so there will be no problem with the company
Aegis Communications Group Terminates Merger Agreement With AllServe; Announces Investment By Deutsche Bank and Essar Group
Wednesday November 5, 4:46 pm ET
IRVING, Texas, Nov. 5 /PRNewswire-FirstCall/ -- Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS - News) announced today that it has terminated its pending agreement to be acquired by AllServe Systems, PLC in accordance with the terms and conditions of the merger agreement and has signed definitive documents to effect today an investment in Aegis by Deutsche Bank AG - London and the Essar Group, a $4 billion holding company based in Mumbai, India. Aegis' Board of Directors responded to an unsolicited acquisition proposal from Deutsche Bank/Essar and determined, after consultation with its financial advisor and taking into account all legal, financial, regulatory and other aspects of the proposal, that the Deutsche Bank/Essar transaction would result in a more favorable outcome for the stockholders and debt holders of Aegis than the transaction with AllServe.
ADVERTISEMENT
Deutsche Bank and Essar are providing equal portions of a $28.231 million investment in Aegis in return for secured promissory notes and warrants to purchase up to 80 percent of the common stock of Aegis.
After a comprehensive process managed by SunTrust Robinson Humphrey, Aegis' Board of Directors determined that the Deutsche Bank/Essar Group offer was a superior proposal and that its fiduciary duties required it to accept the Deutsche Bank/Essar Group proposal rather than closing the pending transaction with AllServe. In contrast to the proposed AllServe deal, this transaction will result in Aegis remaining a publicly traded company with at least 20 percent of the equity initially remaining in the hands of the current preferred and common shareholders. It is believed that the current unaffiliated common shareholders will hold as much as approximately four percent of the equity of the newly capitalized Aegis.
In accordance with the terms of its existing senior and subordinated loans, as well as the terms of the agreements with Deutsche Bank/Essar Group, Aegis will be required to repay or otherwise retire its obligations to various lenders from the proceeds of this transaction. The costs of the transaction, including the expenses of Deutsche Bank/Essar will also be paid out of these proceeds to the extent possible, with any remaining amounts covered by the company. Initially and until Aegis's Certificate of Incorporation is amended to increase the number of authorized shares to cover all of the warrants acquired or to be acquired by Deutsche Bank/Essar, Deutsche Bank and Essar will have warrants representing about 35% of the common stock of Aegis on a fully diluted basis. This takes into account the conversion or cancellation of shares held by current preferred shareholders. Holders of sufficient shares to accomplish the necessary amendment of the Articles of Incorporation have already approved this amendment by written consent. The Company anticipates circulating shortly an information statement to stockholders in accordance with Regulation 14C of the Securities Exchange Act of 1934.
"I am extremely grateful to our directors who have spent considerable time and effort over the past several weeks conducting their fiduciary responsibilities and in the end have provided a result that is best for all of our stakeholders including our shareholders, creditors, clients and employees," commented Herman Schwarz, President and CEO of Aegis. "The fact that two extremely large and highly respected organizations like Deutsche Bank and the Essar Group combined forces to make an investment in Aegis should reflect the inherent value in our company and our bright prospects for the future," continued Mr. Schwarz. "We are excited about the opportunities that we will have to leverage the brand recognition of our new owners and in utilizing their resources to open off-shore capacity and penetrate new markets. This is a day that we expect to reflect back on as the starting point for generating significant market value in our company."
"We are delighted to be partnering with Deutsche Bank in this important investment and together we expect to be able to add significant value to the operations of Aegis," said Madhu Vuppuluri, spokesperson for the Essar Group. "This investment is part of the Essar Group's strategy to expand its presence in the global telecom and teleservices industry."
Aegis Profile
Aegis Communications Group, Inc. (Aegis) is a marketing services company that shows companies how to make customer care and acquisition more profitable. Aegis' services are provided to a blue chip, multinational client portfolio through a network of client service centers employing approximately 4,300 people and utilizing over 5,100 production workstations. Further information regarding Aegis and its services can be found on its website at www.aegiscomgroup.com .
The following is a "safe harbor" statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this document that are not based on historical facts are "forward-looking statements". Terms such as "anticipates", "believes", "estimates", "expects", "plans", "predicts", "may", "should", "will", the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: the Company's reliance on certain major clients; unanticipated losses of or delays in implementation of client programs; higher than anticipated implementation costs associated with new client programs; the successful combination of revenue growth with operating expense reduction to result in improved profitability and cash flow; government regulation and tax policy; economic conditions; competition and pricing; dependence on the Company's labor force; reliance on technology; telephone and internet service dependence; the ability, means, and financial markets willingness to finance our operations; and other operational, financial or legal risks or uncertainties detailed in the Company's SEC filings from time to time. Should one or more of these uncertainties or risks materialize, actual results may differ materially from those described in the forward-looking statements. The Company does not intend to update any of those forward-looking statements.
--------------------------------------------------------------------------------
Source: Aegis Communications Group, Inc.
Email this story - Set a News Alert
sorry about the confusion .....since the Merger Terminates so there will be no problem with the company
Aegis Communications Group Terminates Merger Agreement With AllServe; Announces Investment By Deutsche Bank and Essar Group
Wednesday November 5, 4:46 pm ET
IRVING, Texas, Nov. 5 /PRNewswire-FirstCall/ -- Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS - News) announced today that it has terminated its pending agreement to be acquired by AllServe Systems, PLC in accordance with the terms and conditions of the merger agreement and has signed definitive documents to effect today an investment in Aegis by Deutsche Bank AG - London and the Essar Group, a $4 billion holding company based in Mumbai, India. Aegis' Board of Directors responded to an unsolicited acquisition proposal from Deutsche Bank/Essar and determined, after consultation with its financial advisor and taking into account all legal, financial, regulatory and other aspects of the proposal, that the Deutsche Bank/Essar transaction would result in a more favorable outcome for the stockholders and debt holders of Aegis than the transaction with AllServe.
ADVERTISEMENT
Deutsche Bank and Essar are providing equal portions of a $28.231 million investment in Aegis in return for secured promissory notes and warrants to purchase up to 80 percent of the common stock of Aegis.
After a comprehensive process managed by SunTrust Robinson Humphrey, Aegis' Board of Directors determined that the Deutsche Bank/Essar Group offer was a superior proposal and that its fiduciary duties required it to accept the Deutsche Bank/Essar Group proposal rather than closing the pending transaction with AllServe. In contrast to the proposed AllServe deal, this transaction will result in Aegis remaining a publicly traded company with at least 20 percent of the equity initially remaining in the hands of the current preferred and common shareholders. It is believed that the current unaffiliated common shareholders will hold as much as approximately four percent of the equity of the newly capitalized Aegis.
In accordance with the terms of its existing senior and subordinated loans, as well as the terms of the agreements with Deutsche Bank/Essar Group, Aegis will be required to repay or otherwise retire its obligations to various lenders from the proceeds of this transaction. The costs of the transaction, including the expenses of Deutsche Bank/Essar will also be paid out of these proceeds to the extent possible, with any remaining amounts covered by the company. Initially and until Aegis's Certificate of Incorporation is amended to increase the number of authorized shares to cover all of the warrants acquired or to be acquired by Deutsche Bank/Essar, Deutsche Bank and Essar will have warrants representing about 35% of the common stock of Aegis on a fully diluted basis. This takes into account the conversion or cancellation of shares held by current preferred shareholders. Holders of sufficient shares to accomplish the necessary amendment of the Articles of Incorporation have already approved this amendment by written consent. The Company anticipates circulating shortly an information statement to stockholders in accordance with Regulation 14C of the Securities Exchange Act of 1934.
"I am extremely grateful to our directors who have spent considerable time and effort over the past several weeks conducting their fiduciary responsibilities and in the end have provided a result that is best for all of our stakeholders including our shareholders, creditors, clients and employees," commented Herman Schwarz, President and CEO of Aegis. "The fact that two extremely large and highly respected organizations like Deutsche Bank and the Essar Group combined forces to make an investment in Aegis should reflect the inherent value in our company and our bright prospects for the future," continued Mr. Schwarz. "We are excited about the opportunities that we will have to leverage the brand recognition of our new owners and in utilizing their resources to open off-shore capacity and penetrate new markets. This is a day that we expect to reflect back on as the starting point for generating significant market value in our company."
"We are delighted to be partnering with Deutsche Bank in this important investment and together we expect to be able to add significant value to the operations of Aegis," said Madhu Vuppuluri, spokesperson for the Essar Group. "This investment is part of the Essar Group's strategy to expand its presence in the global telecom and teleservices industry."
Aegis Profile
Aegis Communications Group, Inc. (Aegis) is a marketing services company that shows companies how to make customer care and acquisition more profitable. Aegis' services are provided to a blue chip, multinational client portfolio through a network of client service centers employing approximately 4,300 people and utilizing over 5,100 production workstations. Further information regarding Aegis and its services can be found on its website at www.aegiscomgroup.com .
The following is a "safe harbor" statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this document that are not based on historical facts are "forward-looking statements". Terms such as "anticipates", "believes", "estimates", "expects", "plans", "predicts", "may", "should", "will", the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: the Company's reliance on certain major clients; unanticipated losses of or delays in implementation of client programs; higher than anticipated implementation costs associated with new client programs; the successful combination of revenue growth with operating expense reduction to result in improved profitability and cash flow; government regulation and tax policy; economic conditions; competition and pricing; dependence on the Company's labor force; reliance on technology; telephone and internet service dependence; the ability, means, and financial markets willingness to finance our operations; and other operational, financial or legal risks or uncertainties detailed in the Company's SEC filings from time to time. Should one or more of these uncertainties or risks materialize, actual results may differ materially from those described in the forward-looking statements. The Company does not intend to update any of those forward-looking statements.
--------------------------------------------------------------------------------
Source: Aegis Communications Group, Inc.
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here is the AGIS filing (DEFM14A) about the common shares will be cancel thing... filed date: Aug 14 2003 ..watch out
AEGIS COMMUNICATIONS GROUP, INC.
7880 Bent Branch Drive, Suite 150
Irving, Texas 75063
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 9, 2003
To the stockholders of
AEGIS COMMUNICATIONS GROUP, INC.:
Aegis Communications Group, Inc. will hold a special meeting of our stockholders on Tuesday, September 9, 2003 at 12:00 p.m., local time, at our corporate offices at 7880 Bent Branch Drive, Suite 150, Irving, Texas 75063. At the special meeting we will ask you to consider and vote upon the following:
•
a proposal to approve and adopt the merger agreement, dated as of July 11, 2003, by and among AllServe Systems PLC, a UK corporation, AllServe Systems, Inc., a Delaware corporation and wholly-owned subsidiary of AllServe, and us, pursuant to which AllServe's merger subsidiary will merge with and into us, and we will survive the merger as a direct, wholly-owned subsidiary of AllServe; and
•
the transaction of such other business as may properly come before the special meeting or any adjournments thereof.
The merger agreement requires a cash payment to us of approximately $22.75 million at the closing of the merger. In accordance with the terms of our existing senior and subordinated loans, as well as the terms of the merger agreement, we will be required to repay our debt obligations to various lenders from the proceeds of the merger. Given our existing debt obligations and expenses relating to the merger transaction, none of the merger consideration will be paid to the holders of our Preferred Stock (other than potentially to the holders of our Series B Preferred Stock) or to the holders of our Common Stock in exchange for their shares. If the merger is consummated, each share of our Series D, Series E and Series F Preferred Stock and Common Stock will be cancelled, and no consideration will be paid in exchange for such shares. Each holder of our Series B Preferred Stock may receive a portion of the merger consideration in accordance with the merger agreement or as required by the judicial relief described in the accompanying proxy statement, if applicable, in exchange for his or her shares of our Series B Preferred Stock.
On July 9, 2003, our financial advisor delivered to our board of directors an oral opinion, which was subsequently reduced to writing on July 11, 2003, that the merger consideration was fair, from a financial point of view, to our stockholders.
In considering how to vote on the merger, you should carefully read the accompanying proxy statement, along with the merger agreement and the opinion of our financial adviser, which are attached as Annex A and Annex B to the proxy statement, respectively. The merger is subject to the approval of the holders of a majority of our capital stock, as further described in the accompanying proxy statement.
After considering a number of factors, including, but not limited to, the fairness opinion of our financial advisor, our board of directors has determined that the merger agreement is the best proposal we can obtain for our stakeholders, including our stockholders, creditors and employees, and recommends that you vote "FOR" the proposal to approve and adopt the merger agreement and the merger.
This notice of special meeting of stockholders and the accompanying proxy statement explain the merger agreement and the merger, and provide specific information concerning the special meeting. Please carefully read these materials, along with the Annexes attached to the proxy statement.
If you owned shares of our Preferred Stock or Common Stock on August 5, 2003, the record date, you are entitled to notice of and to vote upon the proposal to approve and adopt the merger
--------------------------------------------------------------------------------
agreement and the merger. All stockholders as of the record date are cordially invited to attend the special meeting in person. However, if you are unable to attend in person, we respectfully request that you complete, date, sign and return the accompanying proxy card in the enclosed postage-paid self-addressed envelope. No additional postage is required if mailed in the United States. You may revoke your proxy at any time prior to its use as specified in the accompanying proxy statement. We look forward to hearing from you.
OUR BOARD OF DIRECTORS HAS APPROVED THE MERGER AGREEMENT AND THE MERGER AND RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE MERGER.
By Order of the Board of Directors,
/s/ Herman M. Schwarz
Herman M. Schwarz
President and Chief Executive Officer
Dallas, Texas
August 14, 2003
YOUR VOTE IS IMPORTANT. PLEASE DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED.
http://eol.finsys.com/edgar_conv_html/2003/08/14/0001047469-03-027753.html
here is the AGIS filing (DEFM14A) about the common shares will be cancel thing... filed date: Aug 14 2003 ...watch out
AEGIS COMMUNICATIONS GROUP, INC.
7880 Bent Branch Drive, Suite 150
Irving, Texas 75063
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 9, 2003
To the stockholders of
AEGIS COMMUNICATIONS GROUP, INC.:
Aegis Communications Group, Inc. will hold a special meeting of our stockholders on Tuesday, September 9, 2003 at 12:00 p.m., local time, at our corporate offices at 7880 Bent Branch Drive, Suite 150, Irving, Texas 75063. At the special meeting we will ask you to consider and vote upon the following:
•
a proposal to approve and adopt the merger agreement, dated as of July 11, 2003, by and among AllServe Systems PLC, a UK corporation, AllServe Systems, Inc., a Delaware corporation and wholly-owned subsidiary of AllServe, and us, pursuant to which AllServe's merger subsidiary will merge with and into us, and we will survive the merger as a direct, wholly-owned subsidiary of AllServe; and
•
the transaction of such other business as may properly come before the special meeting or any adjournments thereof.
The merger agreement requires a cash payment to us of approximately $22.75 million at the closing of the merger. In accordance with the terms of our existing senior and subordinated loans, as well as the terms of the merger agreement, we will be required to repay our debt obligations to various lenders from the proceeds of the merger. Given our existing debt obligations and expenses relating to the merger transaction, none of the merger consideration will be paid to the holders of our Preferred Stock (other than potentially to the holders of our Series B Preferred Stock) or to the holders of our Common Stock in exchange for their shares. If the merger is consummated, each share of our Series D, Series E and Series F Preferred Stock and Common Stock will be cancelled, and no consideration will be paid in exchange for such shares. Each holder of our Series B Preferred Stock may receive a portion of the merger consideration in accordance with the merger agreement or as required by the judicial relief described in the accompanying proxy statement, if applicable, in exchange for his or her shares of our Series B Preferred Stock.
On July 9, 2003, our financial advisor delivered to our board of directors an oral opinion, which was subsequently reduced to writing on July 11, 2003, that the merger consideration was fair, from a financial point of view, to our stockholders.
In considering how to vote on the merger, you should carefully read the accompanying proxy statement, along with the merger agreement and the opinion of our financial adviser, which are attached as Annex A and Annex B to the proxy statement, respectively. The merger is subject to the approval of the holders of a majority of our capital stock, as further described in the accompanying proxy statement.
After considering a number of factors, including, but not limited to, the fairness opinion of our financial advisor, our board of directors has determined that the merger agreement is the best proposal we can obtain for our stakeholders, including our stockholders, creditors and employees, and recommends that you vote "FOR" the proposal to approve and adopt the merger agreement and the merger.
This notice of special meeting of stockholders and the accompanying proxy statement explain the merger agreement and the merger, and provide specific information concerning the special meeting. Please carefully read these materials, along with the Annexes attached to the proxy statement.
If you owned shares of our Preferred Stock or Common Stock on August 5, 2003, the record date, you are entitled to notice of and to vote upon the proposal to approve and adopt the merger
--------------------------------------------------------------------------------
agreement and the merger. All stockholders as of the record date are cordially invited to attend the special meeting in person. However, if you are unable to attend in person, we respectfully request that you complete, date, sign and return the accompanying proxy card in the enclosed postage-paid self-addressed envelope. No additional postage is required if mailed in the United States. You may revoke your proxy at any time prior to its use as specified in the accompanying proxy statement. We look forward to hearing from you.
OUR BOARD OF DIRECTORS HAS APPROVED THE MERGER AGREEMENT AND THE MERGER AND RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE MERGER.
By Order of the Board of Directors,
/s/ Herman M. Schwarz
Herman M. Schwarz
President and Chief Executive Officer
Dallas, Texas
August 14, 2003
YOUR VOTE IS IMPORTANT. PLEASE DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED.
http://eol.finsys.com/edgar_conv_html/2003/08/14/0001047469-03-027753.html
here is the AGIS filing (DEFM14A) about the common shares will be cancel thing... filed date: Aug 14 2003 ...watch out
AEGIS COMMUNICATIONS GROUP, INC.
7880 Bent Branch Drive, Suite 150
Irving, Texas 75063
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 9, 2003
To the stockholders of
AEGIS COMMUNICATIONS GROUP, INC.:
Aegis Communications Group, Inc. will hold a special meeting of our stockholders on Tuesday, September 9, 2003 at 12:00 p.m., local time, at our corporate offices at 7880 Bent Branch Drive, Suite 150, Irving, Texas 75063. At the special meeting we will ask you to consider and vote upon the following:
•
a proposal to approve and adopt the merger agreement, dated as of July 11, 2003, by and among AllServe Systems PLC, a UK corporation, AllServe Systems, Inc., a Delaware corporation and wholly-owned subsidiary of AllServe, and us, pursuant to which AllServe's merger subsidiary will merge with and into us, and we will survive the merger as a direct, wholly-owned subsidiary of AllServe; and
•
the transaction of such other business as may properly come before the special meeting or any adjournments thereof.
The merger agreement requires a cash payment to us of approximately $22.75 million at the closing of the merger. In accordance with the terms of our existing senior and subordinated loans, as well as the terms of the merger agreement, we will be required to repay our debt obligations to various lenders from the proceeds of the merger. Given our existing debt obligations and expenses relating to the merger transaction, none of the merger consideration will be paid to the holders of our Preferred Stock (other than potentially to the holders of our Series B Preferred Stock) or to the holders of our Common Stock in exchange for their shares. If the merger is consummated, each share of our Series D, Series E and Series F Preferred Stock and Common Stock will be cancelled, and no consideration will be paid in exchange for such shares. Each holder of our Series B Preferred Stock may receive a portion of the merger consideration in accordance with the merger agreement or as required by the judicial relief described in the accompanying proxy statement, if applicable, in exchange for his or her shares of our Series B Preferred Stock.
On July 9, 2003, our financial advisor delivered to our board of directors an oral opinion, which was subsequently reduced to writing on July 11, 2003, that the merger consideration was fair, from a financial point of view, to our stockholders.
In considering how to vote on the merger, you should carefully read the accompanying proxy statement, along with the merger agreement and the opinion of our financial adviser, which are attached as Annex A and Annex B to the proxy statement, respectively. The merger is subject to the approval of the holders of a majority of our capital stock, as further described in the accompanying proxy statement.
After considering a number of factors, including, but not limited to, the fairness opinion of our financial advisor, our board of directors has determined that the merger agreement is the best proposal we can obtain for our stakeholders, including our stockholders, creditors and employees, and recommends that you vote "FOR" the proposal to approve and adopt the merger agreement and the merger.
This notice of special meeting of stockholders and the accompanying proxy statement explain the merger agreement and the merger, and provide specific information concerning the special meeting. Please carefully read these materials, along with the Annexes attached to the proxy statement.
If you owned shares of our Preferred Stock or Common Stock on August 5, 2003, the record date, you are entitled to notice of and to vote upon the proposal to approve and adopt the merger
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agreement and the merger. All stockholders as of the record date are cordially invited to attend the special meeting in person. However, if you are unable to attend in person, we respectfully request that you complete, date, sign and return the accompanying proxy card in the enclosed postage-paid self-addressed envelope. No additional postage is required if mailed in the United States. You may revoke your proxy at any time prior to its use as specified in the accompanying proxy statement. We look forward to hearing from you.
OUR BOARD OF DIRECTORS HAS APPROVED THE MERGER AGREEMENT AND THE MERGER AND RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE MERGER.
By Order of the Board of Directors,
/s/ Herman M. Schwarz
Herman M. Schwarz
President and Chief Executive Officer
Dallas, Texas
August 14, 2003
YOUR VOTE IS IMPORTANT. PLEASE DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY CARD IN THE ENVELOPE PROVIDED.
http://eol.finsys.com/edgar_conv_html/2003/08/14/0001047469-03-027753.html
CONGRAT to ALL the AGIS traders ....over 2000% gain in a day
CONGRAT to ALL the AGIS traders ....over 2000% gain in a day