MONTREAL, Ottawa, Aug. 1, 2005 (PRIMEZONE) -- Satelinx International Inc.(Pink Sheets:SLXI) and VIRTUAL WAVE INC. today announced that the companies have entered into a letter of intent to merge in an all-stock transaction.
VIRTUAL WAVE INC. was established in 1996. Over the past 9 years, it has evolved into one of the leaders in GPS technology and development. Nominated for several awards over the years, VIRTUAL WAVE INC. has a full line of services and products including a very successful research and development division servicing and working with over seven manufacturers. With several government contracts and a large clientele, VIRTUAL WAVE INC. is a leader in location base services and security-related tracking.
"Customers are looking for a cost-effective and reliable product," said Sam Grinfeld, chairman and CEO, Satelinx. "The new Satelinx will bring balance to this growing GPS industry by providing a combined supplier and a new R&D component to meet the needs of both the security industry and to fleet management."
"Our clients have advised us that one of their most critical needs is security and the ability to access 24/7 location information. At the same time, they must operate within their existing budget constraints," said Robert Ireland, chairman, president, and CEO of VIRTUAL WAVE INC. Software. "Through our unique solutions, Satelinx and VIRTUAL WAVE INC. are best positioned to address the ever-growing needs of our clients."
By merging with VIRTUAL WAVE INC., Satelinx will expand its combined revenue base and create an entity with significantly greater financial scale and resources. The aggregate revenue of the combined company is expected to be approximately $50 million for fiscal year 2006. The transaction is expected to close in the fourth calendar quarter of 2005 and is subject to customary closing conditions and due diligence, including approval by the shareholders of both companies and regulatory approvals. Non-GAAP earnings per share for this transaction, which exclude the amortization of deal-related intangibles, the write-down of VIRTUAL WAVE INC.'s deferred revenue, restructuring charges, amortization of deferred compensation, and any one-time costs associated with the merger.
About Satelinx
Satelinx International Inc. provides satellite vehicle tracking units that integrates GSM/GPS/GPRS wireless technologies and the Internet to deliver wireless vehicle tracking and location services. Satelinx seeks to be recognized as the world leader in providing safety and security solutions on a global scale in a cost-effective manner for vehicle owner, trucking, or private vehicle fleet and insurance companies.
Forward-looking Statements:
This press release contains forward-looking statements, including forecasts of market growth, future revenue, benefits of the proposed merger, and expectations that the merger will be accretive to Satelinx's results and other matters that involve known and unknown risks, uncertainties, and other factors that may cause actual results, levels of activity, performance, or achievements to differ materially from results expressed or implied by this press release. Such risk factors include, among others, difficulties encountered in integrating merged businesses; uncertainties as to the timing of the merger; approval of the transaction by the stockholders of the companies; the satisfaction of closing conditions to the transaction, including the receipt of regulatory approvals; whether certain market segments grow as anticipated; the competitive environment in the software industry and competitive responses to the proposed merger; and whether the companies can successfully develop new products and the degree to which these gain market acceptance. Actual results may differ materially from those contained in the forward-looking statements in this press release. Satelinx and VIRTUAL WAVE INC. undertake no obligation and do not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.
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