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Replies to post #7992 on iVoice, Inc.(fka IVOI)
07/22/11 9:17 AM
Background of the Merger
As part of our ongoing evaluation of the business, the management reviewed possible strategic directions for iVoice in light of our financial performance, developments in the industry, and the competitive markets in which we operate. During this period, management and the board of directors also addressed possible strategic and restructuring alternatives, including acquisitions, a sale or strategic merger of iVoice, the sale of certain assets of iVoice, capital formation or other investment transactions, and continuing operations on a standalone basis. Given the challenging environment facing iVoice, including its lack of operating profit and liquidity constraints, the board of directors discussed strategic and restructuring alternatives at substantially all of its meetings over the six months, including considering whether to remain a standalone public company.
For the past two years ended December 31, 2009 and 2010 and the three months ended March 31, 2011, iVoice has faced significant financial difficulty. iVoice had a loss from operations of $1,310,096, $1,6563,701 and $308,529, respectively for those periods. In light of our losses and liquidity requirements, through the use of advisors, we explored potential sources of financing and other strategic alternatives. At this time and throughout the process outlined below, there was substantial doubt of our ability to continue as a going concern. Additionally, throughout the process outlined below, our continued operations were dependent on our ability to increase revenues, reduce our debt, secure
additional financing and strengthen our liquidity position.
In November 2010, Jerome Mahoney was contacted by a third party that another company may be interested in entering into a transaction with the Company. This other company was Hydra. Thereafter, after further discussions, Hydra and iVoice entered into a non-binding Letter of Intent dated December 2, 2010. Due diligence commenced by both companies and on March 9, 2011, iVoice and Hydra entered into the Agreement and Plan of Merger that was filed by iVoice with the Securities and Exchange Commission as Exhibit 10.1 to the Current Report on Form 8-K dated March 9, 2011.
Business after the Merger
The transaction contemplated by the Agreement and Plan of Merger may be called a reverse merger. Upon the closing of the contemplated transaction, Hydra will merge into iVoice and iVoice will be the surviving company. However, iVoice will thereafter adopt the business and/or business plan of Hydra. Specifically, iVoice will thereafter be in the business of developing, marketing and selling hydrogen fuel cell electric generators.
Management and Board of Directors after the Merger
Upon the closing of the transaction contemplated by the Agreement, the present management and the members of the Board of Directors will resign after the present Board of Directors elect the following new members to the Board and the officers listed below:
Frank Neukomm Chairman of the Board and Chief Executive Officer
Robert C. Farr President, Chief Operating Officer and Director
James Twedt Executive Vice President and Director
Descriptions of the prospective new members of the Board of Directors and the management of the Company appear below:
Frank Neukomm (age 58) has an extensive background in finance, mergers and acquisitions, and sales and marketing. Mr. Neukomm has served as a senior executive of brokerage and M & A companies, software companies and telecom companies. Mr. Neukomm has been instrumental in purchasing or starting companies in industries as diverse as insurance, consumer retail goods, industrial services and wireless telecommunications. Since 1995, Mr. Neukomm has served as President of NeuHaus Advisors, Inc., a consulting firm to the telecommunications industry.
Robert Farr (age 62) has extensive Fortune 500 management experience in a variety of industries. His experience extends to domestic and international finance, marketing, manufacturing and distribution. He is the Principal of Creative Equity Strategies.
James R. Twedt, Director, has over forty years of public and private company accounting and management experience. He has been the President and CEO of Hydra Fuel Cell Corp. since inception and has led the subsidiary from startup to production in less than twelve months. He previously served as CFO of Computer Automation Systems, Inc., a predecessor enterprise to American Security Resources Corp.
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