NEW YORK, July 7, 2005 (PRIMEZONE) -- VIANET Direct, Inc. has reached a preliminary agreement with VIANET Technology Group Limited (OTCBB:VTGL) pursuant to which the parties anticipate that VIANET Acquisition Corp., a newly formed subsidiary of VIANET Technology Group Limited, will merge with and into VIANET Direct, with VIANET Direct as the surviving corporation. The parties anticipate that VIANET Technology Group Limited will issue an aggregate of approximately 21,000,000 shares of its common stock on a fully diluted basis to the holders of VIANET Direct's issued and outstanding common stock, warrants and stock options. Subsequent to the merger, VIANET Direct anticipates that its stockholders on the closing date will own approximately 78% of the common stock of VIANET Technology Group Limited on a fully diluted basis.
The consummation of the merger is subject to standard closing conditions including:
-- execution of a definitive merger agreement that is approved by
each corporation's board of directors;
-- approval of the definitive merger agreement and the merger by
the stockholders of each corporation;
-- receipt of all permits, authorizations, regulatory approvals
and third party consents (including, but not limited to, NASD
approval of the transaction) necessary for the consummation of
the merger;
-- satisfaction of all applicable legal requirements, including
compliance with all applicable federal and state securities laws;
-- resignation of all of VIANET Technology Group Limited's present
officers and directors, who shall be replaced by officers and
directors selected by VIANET Direct; and
-- the merger must qualify as a tax-free transaction to each of
VIANET Technology Group Limited, VIANET Direct and VIANET
Direct's stockholders.
In addition, VIANET Technology Group Limited has agreed that, as of the closing date of the merger, it:
-- shall not have any debts or liabilities, contingent or otherwise;
-- shall have no more than 5,960,000 issued and outstanding shares
of common stock;
-- shall have valid collectible accounts receivable, notes receivable
or cash of at least $3.25 million.
As the agreement between the parties is a preliminary agreement subject to the conditions set forth above, and the parties have not completed their due diligence review of each other, there can be no assurance that the parties will consummate the merger according to the terms set forth above or that the parties will consummate the merger.
VIANET Direct, Inc. is a real time, virtual, interactive and anonymous block trading system for all types of equity securities. VIANET Direct, Inc. provides an electronic platform in which institutions and financial intermediaries are directly linked to the largest pool of liquidity, the exchanges on which the securities are traded. A block trading system, VIANET Direct, Inc. provides for direct access, continuous order matching, timed crossing sessions, initiation of auctions and the ability to electronically search for hidden liquidity in the marketplace.
VIANET Technology Group Limited, formerly Pender International, Inc., previously announced the sale of its wholly-owned subsidiaries Montebello Developments Corp. and IMM Investments, Inc.
The release can also be viewed at http://www.pressreleasenetwork.com/newsroom.