VANCOUVER, British Columbia , Dec. 19, 2005 (PRIMEZONE) -- Uniserve Communications Corporation (TSX-V:USS), one of Western Canada's largest independent communications companies delivering voice and data communications services across the country, today announced it has entered into a definitive agreement for the purchase of Inter.net Canada Ltd. Upon completion of this acquisition, Uniserve will be firmly placed in the Canadian communications landscape with over 110,000 customers and annual revenues in excess of $24 million. Uniserve is a publicly traded company listed on the Canadian TSX.V exchange under the trading symbol 'USS'.
Uniserve and the vendor, NACO LP, of Virginia, have agreed to complete the transaction by January 31, 2006, subject to certain conditions including regulatory approval. The cost to Uniserve is approximately $5 Million, consisting of $3.0 million in cash, subject to adjustments, the issuance of 4,600,000 Units to the vendor at $0.40, with each Unit consisting of one common share and one-half share purchase warrant and the assumption of certain liabilities of the vendor. Each whole warrant is exercisable for up to 23 months at $0.65 per share. In addition, the acquisition includes the assumption of net balance sheet liabilities of Inter.net Canada Ltd of $1.093 Million, which includes roughly $.975 Million in deferred revenue. Inter.net Canada Ltd. has represented revenues and adjusted EBITDA of $8,400,000 and $1,500,000 respectively.
Uniserve intends to partially finance the transaction through the issuance of 1,500,000 units, with each unit consisting of one share at $0.40 plus one-half share purchase warrant. Each whole warrant is exercisable for up to 12 months at an exercise price of $0.50 per share, subject to regulatory approval. The balance of funds required to complete the transaction will come from a combination of debt and cashflow.
The new Uniserve group of companies will have a strong presence across Canada with over 150 employees supporting offices in British Columbia, Alberta and Quebec. Uniserve will have significant customer segments in high speed Internet access on multiple platforms across Canada, Voice over IP (VOIP), traditional long distance, fax to email and web hosting services. The products and customer base will be supported by award winning multi-lingual service centers located in Vancouver, Edmonton and Montreal.
"Uniserve's acquisition of Inter.net Canada is part of our overall development strategy to expand eastward, and we are very fortunate to have the opportunity to acquire what we consider to be the best independent communications company in eastern Canada," said William Spratt, President and CEO of Uniserve. "Our acquisition of (Alberta-based) Interbaun last February has been a tremendous success and given us a significant presence in the Canadian small business community. The Inter.net acquisition enhances our product capability to serve this important market and provides us with a large base of customers in Ontario and Quebec. In addition, by increasing our network capacity in eastern Canada, we increase our wholesale capabilities to serve the many VOIP carriers across the country."
"Inter.net Canada and Uniserve share the same vision, one of future growth, continued success and a solid commitment to best-in-class customer service," said Sophie Leger, President of Inter.net and upon closing, the new COO of Uniserve. "This new arrangement will benefit all of our existing subscribers through additional services and increased coverage coast-to-coast. And that level of personal service and individual attention, which draws so many of our subscribers, will still remain priority number one."
About Uniserve Communications Corporation
One of Western Canada's largest independent communications companies, Uniserve Communications Corporation delivers voice and data communications services to 70,000 small and medium sized businesses and consumers in urban and rural markets across Canada, offering scalable solutions including high speed Internet, Web hosting, long distance, fax-to-email and an award-winning call centre. Uniserve is an industry leader in the integration of voice and data services over multiple IP networks including cable, ADSL and wireless broadband. To service these networks, Uniserve has developed a proprietary ordering and provisioning system that allows customers to dynamically customize their own services, test new technologies and receive support through web portals.
For more information about Uniserve, its products and services, please visit www.uniserve.com. Additional corporate and financial information may be found at www.sedar.com.
About Inter.net Canada
The young and dynamic Inter.net Canada team spares no effort to give shape to its mission: to be the communications company of choice bringing people together using innovative and advanced digital technologies. Our experienced and dedicated team provides globally empowering communications solutions.
Inter.net Canada, the premier alternative to large telecommunications companies, provides personal, around-the-clock customer service. Focusing on complete user satisfaction, Inter.net Canada offers easy, affordable, quality solutions such as Internet access, Internet Phone service (Voice over IP) and Web hosting.
For more information on Inter.net Canada, please visit www.ca.inter.net or call (800) 920-SURF (7873).
Signed by Wil Spratt, CEO
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
The statements contained in this news release that are not historical facts are forward looking statements. Such statements are based on management's estimates, assumptions and projections using available information. Uniserve cautions that actual financial results could differ materially from the current expectations due to a number of factors.
For more information or to coordinate an interview with representatives of Uniserve Communications Corporation or Inter.net Canada, please contact:
Communications MECA
Julie Lepsetz
(514) 288-8500 ext. 233 / 1 888 764-MECA (6322)
jlepsetz@meca.ca
OR
David Levy
(514) 288-8500 ext. 228 / 1 888 764-MECA (6322)
dlevy@meca.ca