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February 13th, 2004, 12:43 PM #1
February 6, 2004
BARPOINT.COM, INC. AND FUNDEVER, INC. OWNER OF SCHOOLPOP, INC.
SIGN DEFINITIVE MERGER AGREEMENT
COMPANY TO ISSUE CASH AND STOCK DIVIDEND UPON CLOSE
FT. LAUDERDALE, FL., February 5, 2004 (PR Newswire) BarPoint.com, Inc. (OTCBB: BPNT), an online and wireless product information and shopping service technology provider, and Fundever, Inc., owner of Schoolpop, Inc., the leading provider of year-round programs for school and nonprofit funding support, jointly announced today that the two companies have signed a definitive merger agreement for Fundever to acquire a controlling interest in BarPoint by way of a reverse triangular merger.
Concurrent with the announcement of the transaction with Fundever/Schoolpop, and conditioned upon the closing of the transaction, BarPoint announced a cash and stock dividend to shareholders of approximately $.05 per common share and approximately 0.429 additional shares per common share. Subject to the closing of the merger, this cash and stock dividend is to be paid on or about March 2, 2004, to shareholders of record as of February 17, 2004. In addition, subject to the closing of the merger and the resolution of various contingent liabilities, a second cash dividend of approximately $0.03 per common share may be issued to the BarPoint shareholders of record as of February 17, 2004. If issued, this additional dividend is currently scheduled to be paid approximately six months after closing of the merger. The merger transaction is expected to close on or about February 18, 2004, subject to the satisfaction or waiver of certain customary closing conditions.
Founded in 1999 and based in Atlanta, GA, Schoolpop's innovative, hassle-free programs contribute to schools and charities a percentage of everyday shopping purchases, by parents and supporters, from hundreds of brand name merchant websites, stores, catalogs and gift cards. Schoolpop's vision is to provide a one-stop shop for schools and other nonprofits to enroll in year-round revenue programs consistent with school and family learning objectives.
Schoolpop has over $10M in technology assets and a customer base that includes over 60,000 enrolled schools and more than 500,000 enrolled supporters. Schoolpop intends to incorporate aspects of BarPoint's technology and wireless infrastructure into Schoolpop's online, store and catalog shopping programs, allowing consumers to make price comparisons and shopping decisions from wireless devices. The merged entity will continue to maintain BarPoint's intellectual property, including three issued and three pending patents.
Pursuant to the agreement, BarPoint.com will be issuing its shares of common stock to the shareholders of Fundever in a stock-for-stock exchange. Upon closing of the transaction, and after issuance of the stock dividend, Fundever shareholders shall own approximately 72% of the issued and outstanding shares of BarPoint and the BarPoint shareholders of record as of February 17, 2004 will retain approximately 28% of the issued and outstanding shares of BarPoint. Effective at the time of the merger, the officers and directors of BarPoint.com shall resign their positions, and the officers and directors of Fundever shall be appointed to appropriate managerial roles in the company. Leigh Rothschild, BarPoint's co-founder and current chairman, shall remain on the board of directors as a director. The transaction is expected to close on or about February 15, 2004, subject to certain customary closing conditions.
According to BarPoint chairman Leigh Rothschild, "We are very pleased to be able to return value to our shareholders and see our technology and other assets have the potential to create additional value in the future. We believe Schoolpop is well positioned to use our combined technologies and their proven offerings to successfully enhance year-round funding support to a growing number of schools and charities."
Said Schoolpop, Inc.'s chairman and CEO, Paul Robinson, "Schoolpop targeted an acquisition with assets and strategic value, and with this transaction we are pleased to be become a public entity. BarPoint's state of the art technology can be applied to Schoolpop's online and offline shopping models, allowing everyday purchases from parents and supporters to help schools or nonprofits of their choice." Robinson added, "Schoolpop's management team and investors clearly see the unique potential of BarPoint's innovative online and wireless search technologies to boost our existing world-class loyalty, online, offline and gift card shopping, thus supporting our vision of a one-stop, year round school and nonprofit support program."
BarPoint.com, Inc. has created an online and wireless product information and commerce platform and is a pioneer in the use of unique product identifiers, such as the UPC barcode number, and patented "reverse-search" technology to simplify the process of finding meaningful product information, anytime, anywhere. BarPoint.com is located at: 800 Corporate Drive, Suite 600, Fort Lauderdale, FL 33334. For information, contact BarPoint.com at: 954/492-4003 or via the web: www.barpoint.com. BarPoint.com's common stock is traded on OTCBB under the symbol BPNT.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the Company's business strategy and future plans of operations. Forward-looking statements involve known and unknown risks and uncertainties, both general and specific to the matters discussed in this press release. These and other important factors, including the Company's ability to find acceptable strategic opportunities, sell certain or all of its principal operating assets, prosecute and defend its patent, attract new customers, maintain the Company's relationships with strategic partners and acquire new strategic partners, the Company's ability to raise additional capital and other factors mentioned in various Securities and Exchange Commission filings made periodically by the Company, may cause the Company's actual results and performance to differ materially from the future results and performance expressed in or implied by such forward-looking statements. The forward-looking statements contained in this press release speak only as of the date hereof and the Company expressly disclaims any obligation to provide public updates, revisions or amendments to any forward-looking statements made herein to reflect changes in the Company's expectations or future events. BarPoint, BarPoint.com and My BarPoint are trademarks or registered trademarks of BarPoint.com, Inc.
Schoolpop is America's #1 year-round school support company with more than 60,000 schools and nonprofits enrolled nationwide. Founded in 1999, Schoolpop is the leading innovator of hassle-free programs that contribute a percentage of everyday shopping purchases, by parents and supporters, from hundreds of brand name merchant websites, stores, catalogs and gift cards. Schoolpop's vision is to provide a one-stop shop for schools and other nonprofits to enroll in year-round revenue programs consistent with school and family learning objectives. With over $200M in contributions to schools and nonprofits, Schoolpop is furthering its mission to reduce the negative impact of school and nonprofit budget shortfalls. Schoolpop sponsors the Share the Dream Foundation, providing merit and financial need-based scholarship programs for students. Interested organizations may register online, or contact Schoolpop through our Help Center.
The secret of success is constancy of purpose. ~ Disraeli
February 13th, 2004, 02:29 PM #2
February 13th, 2004, 02:35 PM #3
They will be under increased public scrutiny now, and they will be held to higher standards, so they will need to make sure their software doesn't have any "bugs" that would steal others' commissions...
Call the Exterminators! We've Got PARASITES!
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