United American Corp. Announces Details of Completed Share Exchange Agreement Leading to Teliphone Spin-Off
MONTREAL, May 09, 2005 (BUSINESS WIRE) -- United American Corporation (NASD
OTCBB:UAMA) is pleased to announce the terms of its Teliphone Inc. share
exchange agreement. United American and Teliphone management have signed a
reverse-merger agreement with OSK Capital II, a public, non-trading Nevada
Corporation, which will see all of the issued shares of Teliphone Inc. exchanged
for 25,000,000 shares of OSK Capital II. OSK Capital II will seek the
authorization from regulatory bodies and shareholders in order for shares to
begin trading on the NASD OTCBB. The entire agreement will be filed with the
Securities and Exchange Commission on Form 8-K and will available at www.sec.gov
shortly.
"This reverse merger will permit us to accelerate our business plan, by
increasing our ability to raise the capital we need to take advantage of the
growing demand for our products and services", says George Metrakos, Teliphone
Inc.'s President and CEO. Teliphone will release details of its financing plan
shortly.
The transaction was delayed from the original targeted date for the spin-off.
This target date was delayed so that United American could formulate a merger
agreement that would permit UAMA shareholders to receive their property dividend
with more favorable income tax implications. Had United American Corp gone
forward as originally planed, UAMA shareholders would have received a fully
taxable dividend. United American believes that this agreement is better for its
shareholders for both the short and long term and thanks them for their patience
and understanding.
United American currently owns 100 of the 104 issued shares of Teliphone Inc. (4
are held by Teliphone management). Based on the 44,065,159 current outstanding
shares of UAMA, shareholders will receive 0.546 shares for every share of UAMA
held. The 25,000,000 shares to be issued will be "restricted securities" as
defined in Rule 144 under the Securities Act of 1933, and will therefore be
subject to the rules imposed on them. Shareholders of record effective May 30,
2005 will be entitled to receive their property dividend.
UAMA management will now focus on the continued growth of its United American
Telecom subsidiary. Interested parties are welcome to review a past press
release dated April 7, 2005, "United American Corporation Increases Investment
in United American Telecom with Re-Launch of CaribbeanOne International
Gateway". This increased investment has resulted in a current annualized revenue
rate of just over US$2M for the corporation, representing a 100% growth in
revenues over its last fiscal year.
feed me snif
AI
