MISSISSAUGA, Ontario, April 10, 2007 (PRIME NEWSWIRE) -- Wireless Age Communications, Inc. (OTCBB:WLSA) (the "Company") announced today that it had received a Letter of Intent from a third party pursuant to which such party offered to acquire certain assets and liabilities of the Company's subsidiaries Wireless Age Communications Ltd. and Wireless Source Distribution Ltd. for CDN$8,125,000 (approximately US$7,060,000) cash.
The offer was structured as an asset purchase, unlike the previous Newlook Industries Corp. ("Newlook") offer which was for the shares of the two subsidiaries. It did not contemplate assumption of the subsidiaries' working capital loan facility. The Newlook offer was CDN$7,000,000 (approximately US$6,080,000) in cash (or Newlook common stock at the option of the Company) for the shares of Wireless Age Communications Ltd. and Wireless Source Distribution Ltd. and contemplated forgiveness of inter-company debt of approximately CDN$2,000,000 (approximately US$1,740,000). Although the estimated cash at closing arising from the second offer was forecasted to be higher, management felt that after settling certain tax liabilities arising from the asset purchase, the residual amount of cash available to the Company would have been less than the Newlook offer.
After careful consideration of both offers, including the complexities of different transaction structures, the members of the Company's Board of Directors have decided to decline both offers.
John Simmonds, Wireless Age's CEO, commented, "Although both offers were compelling for separate reasons, we've decided that selling the remaining wireless retail and distribution business is not in the best interests of shareholders at this time."
For all Wireless Age investor relations needs, investors are asked to visit the Wireless Age IR Hub at http://www.agoracom.com/IR/WirelessAge where they can post questions and receive answers, or simply review questions and answers posted by other investors. Alternatively, investors are able to e-mail all questions and correspondence to WLSA@agoracom.com where they can also request addition to the investor e-mail list to receive all future press releases and updates in real time.
Note: This press release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain. Wireless Age Communications, Inc. cannot provide assurances that the matters described in this press release will be successfully completed or that the company will realize the anticipated benefits of any transaction. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to: global economic and market conditions; the war on terrorism and the potential for war or other hostilities in other parts of the world; the availability of financing and lines of credit; successful integration of acquired or merged businesses; changes in interest rates; management's ability to forecast revenues and control expenses, especially on a quarterly basis; unexpected decline in revenues without a corresponding and timely slowdown in expense growth; the company's ability to retain key management and employees; intense competition and the company's ability to meet demand at competitive prices and to continue to introduce new products and new versions of existing products that keep pace with technological developments, satisfy increasingly sophisticated customer requirements and achieve market acceptance; relationships with significant suppliers and customers; as well as other risks and uncertainties, including but not limited to those detailed from time to time in Wireless Age Communications, Inc. SEC filings. Wireless Age Communications, Inc. undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with Wireless Age Communications, Inc.'s business, please refer to the risks and uncertainties detailed from time to time in Wireless Age Communications, Inc.'s SEC filings.