Status of RTG Ventures, Inc. Share Exchange Agreement with Atlantic Network Holdings Limited
BusinessWire - February 01, 2008 7:00 AM ET
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RTG Ventures, Inc. (RTGV.OB) has received numerous queries as to the closing date of the Share Exchange Agreement between RTGV and Atlantic Network Holdings Limited (ANHL), New Media Television (Europe) Limited (NMTV), et al. In the spirit of transparency, the officers of RTGV have tried to estimate the timing for completion to provide an order of magnitude, as the specific actions outstanding are not under their control. We had hoped it would be by the end of January, but obviously that was too optimistic. We have always seen this venture as a sustainable, value proposition, and accordingly, have always taken the long view. Unfortunately, the micro-cap investment world often works with a short-term orientation. Therefore, we thought it would be useful to recap where we are today and why.
On December 7, 2007, RTGV announced an enhancement to the original agreement to include Ecommercenet Limited, a payment system which includes two brands, epaypoint and Web-Pay. An Amendment to the original agreement was filed as an 8-K on December 21, 2007, and announced on January 7, 2008. A subsequent press release of January 14, 2008 described a further expansion of the Web-Pay Limited acquisition from 76% to 100% and Steve Howes, its President joining NMTV's management team. These actions were a positive expansion of the strategy to develop a fully-integrated, vertical media venture. Once agreed, the 3-Year Audit to GAAP standards would then have to include the additional companies and corporate actions would be taken by ANHL to include those entities under NMTV pre-closing. This venture is international, with stringent Closing Conditions, all designed to benefit the shareholders. However, the enhancements come with a price; that of additional time requirements. The process must follow regulations and a prescribed methodology.
Each step cannot begin until the previous step has been concluded. The following includes the remaining Conditions of Closing and the way forward as we see it:
-- Completion of 3-Year Audit of ANHL to GAAP standards. Auditors do not provide an estimate of the time required. Thereafter, RTGV's auditor, Sherb & Co. LLP must review and approve.
-- Business Plan finalized to include additional companies anchored by audited financials.
-- Attorneys to complete (Super) 8-K
-- Re-apportionment of RTGV's shares to equal 25% of NMTV, approximately 1 NMTV share: 2.8 RTGV shares. Must be approved by regulatory agencies, SEC/NASD/FINRA.
-- Working capital transfer to corporate counsel 7 days in advance of closing
-- Closing date established. The officers of RTGV emphasize to their shareholders that they have prided themselves on identifying and evolving a venture which will enhance all, while applying rigorous corporate governance and high performance standards. We encourage patience and understanding as an international exchange is complicated. The fulfillment of the final requirements must maintain the same diligence applied since the early negotiations, and the deal will conclude in due course.
About NMTV: NMTV is a media venture utilizing a new exclusive broadband technology which delivers multicast transmissions ensuring TV quality without buffering or freezing. Its infrastructure is comprised of an established studio complex outside of London with six operational subsidiaries, an investment vehicle which owns the freehold on the studio property, and a television production operation which has joint venture agreements with 15 internet channels. The Company has a payment system product with two brands, epaypoint and Web-Pay, geared to the Internet and designed to accommodate exponential demand for media and is a natural extension for NMTV. Initiatives are also underway in Reality TV and ongoing natural history filming. Other subsidiaries hold film interests via script rights.
Safe Harbor Provisions: The foregoing contains certain predictive statements that relate to future events or future business and financial performance. Such statements can only be predictions, and the actual events or results may differ from those discussed due to, among other things, those risks described in RTGV's reports filed with the SEC. Opinions expressed herein are subject to change without notice. This document is published solely for information purposes, and is not to be construed as an offer to sell or the solicitation of an offer to buy any securities in any state. Past performance does not guarantee future performance. Additional information is available upon request.
SOURCE: RTG Ventures, Inc.
RTG Ventures, Inc.
Investor Relations, 917-488-6473
