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E-xact Transactions Ltd. - Plan of Merger
Jul 12, 2010 (05:07 PM EDT)
Trading Symbol: EXZ
Listing: TSX Venture Exchange
VANCOUVER, July 12 /PRNewswire-FirstCall/ - E-xact Transactions Ltd. ("E-xact") has signed a letter of intent dated June 23, 2010 regarding a proposed merger of E-xact and Datadirect Holdings Ltd. ("Datadirect"), a private US company owned by two directors of E-xact: Brian Archer and Peter Fahlman.
In consideration of the merger, Datadirect will pay for each outstanding E-xact share:
1. Either CDN $.40 per share with an immediate cash payment of $.15 per share plus a vendor take back note in the principal amount of CND $0.25 per share payable in cash over five years with interest at 8% per annum, in equal blended consecutive annual payments, subject to the right of prepayment at any time without notice or bonus; 2. Or a stockholder can elect to receive an immediate cash payment of CDN $0.28 per share.
Those stockholders who make no election will be paid CDN $0.28 per share.
There are 11,108,667 shares issued and outstanding. The merger is subject to approval of a formal agreement by: (i) E-xact stockholders at a special general meeting, representing 50% plus 1 of the issued and outstanding shares which is 5,554,334 shares; (ii) the TSX and regulatory approval Stockholders will be sent a special general meeting circular providing the details of the proposed merger. The circular will also include an independent Fairness Opinion. The date and location of the special general meeting will be announced later.
"K. Dieter Heidrich" -------------------- K. Dieter Heidrich, Director
"Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release."
SOURCE E-xact Transactions Ltd.