TORONTO, Feb. 2, 2005 (PRIMEZONE) -- ActiveCore Technologies, Inc. formerly IVP Technology Corporation (OTCBB:TALL) announced today that its board of directors has approved the issuance of an offer valued at CAD $3,000,000, consisting of half cash and half in the form of common stock of ActiveCore for the assets of Infolink Technologies Ltd. (IFL-X). The offer was delivered during the last week of January, 2005 and was addressed to the independent directors of Infolink, a public company that trades on the Toronto Stock Exchange Venture Exchange.
Peter Hamilton, President and CEO of ActiveCore said, "We significantly improved on our offer to purchase the assets of Infolink based on feedback that we received from the independent directors of Infolink, Stewart Wright and Andrew Lawson. The new offer represents approximately three times the market value of the shares of Infolink at its last traded price of CAD $0.03 before trading in the shares of Infolink were halted for failure to maintain up to date filings and other issues related to the report of the court appointed inspector, Grant Thornton."
Until September 2004 Infolink shares had been thinly traded in the CAD $0.03 range. The OSC halted trading in Infolink in October as a result of the findings of Grant Thornton the Ontario Court appointed monitor and inspector. Recent court actions launched by several minority shareholders resulted in the installation of the independent monitor and inspector for Infolink. The inspector found that Cesar Correia, 34% shareholder of Infolink and former President and CEO of Infolink, had misappropriated cash and other assets and that corporate governance at the company was unsatisfactory.
Mr. Hamilton further said that, "the Ontario courts stripped Mr. Correia of his officer and director positions, however he was left an employee of Infolink and we believe still guides the company behind the scenes. By improving our offer and continuing to appeal to the independent directors of Infolink we believe that the majority of the company's shareholders will be able to obtain a substantial recovery on their investment."
Mr. Hamilton, went on to say, "We believe the offer of shares in ActiveCore for the equivalent of CAD $1,500,000 plus CAD $1,500,000 in cash provides the non-controlling majority shareholders with an opportunity to realize a stock dividend in ActiveCore shares as well as receive more in cash than the most recent trading price in direct proportion to their holdings of Infolink. This would leave Infolink as a shell company whose independent directors could then pursue further actions against Mr. Correia or any other directors and officers for the economic losses that the non-controlling shareholders have suffered. Shares of Infolink traded as high as CA $0.80 cents in 2003. Recently Infolink revealed that Andrew Marek resigned as a director of Infolink. Mr. Marek is under suspension by the Upper Canada Law Society for apparently absconding with client trust funds. Infolink also revealed that the company is operating under an Ontario court order which has ordered better corporate governance through the appointment of two new independent directors to the board. Delays in appointing the new board members and the lack of action to recover misappropriated assets, including legal expenses incurred by the company as a result of Cesar Correia's false affidavit in July 2004, mean that the non-controlling shareholders of Infolink continue to be economically harmed by the actions of management and the existing board. We believe that the ActiveCore offer presents an excellent opportunity for non-controlling shareholders to recover their investment and gain from capital appreciation in ActiveCore shares."
Mr. Hamilton indicated that "the revised share and cash offer makes an excellent exchange for the assets of Infolink as the ActiveCore shares are actively traded with average daily volumes in the several millions and the cash component provides balance to shareholders that require that in the deal."
Trading volumes and share valuation has been aided by the success of the company with gross revenue for the 3 months ended September 30, 2004 at US $1,694,452, up US $588,920 or 53.3% over the US $1,105,532 recorded in the second quarter ended June 30, 2004. On a year to date basis the company earned revenue of US $2,994,479 for the 9 months ended September 30, 2004 an increase of 741% over the US $355,776 recorded for the 9 months ended September 30, 2003. The company recently indicated that projected revenues for fiscal 2005 would be in the USD 18-20 million range.
Profit from operations for the three months ended September 30, 2004 was US $600,863. Net income for the 9 months ended September 30, 2004 was US $570,882 or 0.0015 e.p.s on the nine month weighted average 387,810,403 shares outstanding. During the quarter ended September 30, 2004 the company continued to improve its balance sheet with several preferred share transactions. Assets climbed to US $5,669,321 while liabilities were US $3,227,027 and shareholders equity was US $2,442,294.
Mr. Hamilton added "In comparison, Infolink's tangible assets, including cash, were CA $1,477,780 as at May 31, 2004 the last reported balance sheet. Income for the nine months ended May 31, 2004 was CA $3,134,559 with net profit of only CA $228,261. Infolink has already warned that much of the cash on its balance sheet is being spent on legal defenses to the minority shareholder lawsuit which resulted in the inspector and monitor being appointed. Infolink's historical financials will need to be restated by its auditors in light of the findings of the court appointed monitor and inspector and it will be some time before the stock can re-open for trading if at all."
About ActiveCore Technologies, Inc. (www.activecore.com)
ActiveCore Technologies, Inc. formerly IVP Technology Corporation operates a group of subsidiaries and divisions in the US, UK and Canada that offer a Smart Enterprise Suite of products and services. We integrate, enable, and extend functions performed by current and legacy IT systems and facilitate mass corporate messaging through our ActiveCast product set. Our products encompass web portals, enterprise middleware, mobile data access, data management and system migration applications. ActiveCore operates under the trade names of MDI Solutions, C Comm Communications Inc. and Twincentric Limited. ActiveCore services clients in healthcare, financial services, government and manufacturing worldwide.
Statements contained in this news release regarding ActiveCore Technologies, Inc. formerly IVP Technology and planned events are forward-looking statements, subject to uncertainties and risks, many of which are beyond ActiveCore's control, including, but not limited to, reliance on key markets, suppliers, and products, currency fluctuations, dependence on key personnel and trade restrictions, each of which may be impacted, among other things, by economic, competitive or regulatory conditions. These and other applicable risks are summarized under the caption "Risk Factors" in ActiveCore's Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on January 4, 2005. Forward-looking statements by their nature involve substantial risks and uncertainties. As a result, actual results may differ materially depending on many factors, including those described above.