CMXS Letter to Shareholders of Cormax Business Solutions Inc.
CALGARY, Alberta, Apr 23, 2002 (BUSINESS WIRE) -- Cormax Business Solutions Inc. (OTCBB:CMXS) President Todd Violette said, "We are pleased that other companies find Cormax valuable and have the desire to acquire our Corporation."
In Response to all letters of intent to Cormax, the Board of Cormax Business Solutions hereby states the minimum terms acceptable for an acquisition:
Cash and Stock Offer:
We expect the acquirer to place a minimum of $9 million dollars in an Escrow account controlled and directed by the Corporate Attorney of Cormax, under escrow terms mutually agreed upon.
-- 1.) Five Million Five Hundred Thousand Dollars shall be set aside to offer the Class A Common shareholders of Cormax the right to sell their shares for cash at $.10 per share, plus receive an additional $.15 per share in stock with a guaranteed price protection of $.15 per share for the following thirty-six months.
-- 2.) Two Million Five Hundred Thousand Dollars shall be set aside for the buyout of the Preferred A Common shares.
-- 3.) Fifty Thousand Dollars paid to each of the four executive management of Cormax and new executive employment contracts with a minimum twelve percent raise shall be offered.
-- 4.) One Million Three hundred Thousand Dollars to be used for retirement of all lawsuits and general operating costs at the sole discretion of the management of Cormax. Board of Director:
We demand the right to have an equal representation on the Board of Director with the tie vote always being decided in the favor of the Cormax Shareholders. The Directors appointed by Cormax shall have the right to veto any share issuance.
Dilution:
The Directors appointed by Cormax shall retain the right to veto any plan that calls for dilution.
Funding:
The Directors appointed by Cormax shall have the right to veto any funding plans they deem detrimental to the shareholders of Cormax.
Management Control And Direction:
The current management shall retain the right to management and direct Cormax without any impediment from the acquirer.
Damages:
In the event the Acquirer fails to complete the acquisitions they agree to pay a minimum penalty of two hundred fifty thousand dollars to Cormax.
Time is of the Essence:
The acquirer must deposit the cash required for the transaction within seven days of the signing of the letter of intent or all discussion are considered immediately terminated upon failure to deposit funds required.
Cormax Business Solutions is in the business of providing technology services and IT solutions that help companies become more effective by taking full advantage of their networks and the Internet through security systems, inter-office connections, network performance enhancers and specialized network-telephone and network-video solutions.
This press release contains forward-looking information within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934 and is subject to the Safe Harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements by definition involve risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. In particular, there is no assurance that reserves, production, pricing levels or other factors pertaining to the manufacturing and retail operations will be sustained at the expected rates or levels over time. Discussions of factors, which may affect future results, are contained in the Company's most recent SEC filings on Forms 10-Q and 10-K.
Under no circumstances does this press release constitute an offer to sell or a solicitation of an offer to buy the securities of the Company described in this press release in which such offer, solicitation or sale of securities would be unlawful prior to registration, qualification or filing under the securities laws of any jurisdiction.
CONTACT: Cormax Business Solutions Inc. Todd Violette, 877/322-8822 www.cormax.com
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