SLAT LAKE CITY, June 23, 2003 (PRIMEZONE) -- Woodland Hatchery, Inc. (OTCBB:WLDH) today announced that it has entered into a letter of intent to effectuate an exchange of securities of Woodland for all of the outstanding securities of Dwango(r) North America, Inc. ("dwango") in a tax free transaction. After the proposed exchange, the security holders of dwango will hold a substantial majority of the securities of Woodland.
At closing, the current officers and directors of Woodland will resign and dwango will appoint new members to the Board of Directors and appoint new officers.
Following the exchange, the business of dwango will become the sole business of Woodland, and the name of Woodland will be changed to Dwango North America, Inc.
The letter of intent provides for the exchange of all outstanding shares of dwango common stock, convertible debt, options and warrants for comparable shares of common stock, convertible debt, options and warrants of Woodland. It is anticipated that at the time of the closing, 8,500,000 shares of Woodland Hatchery, Inc. held by principal shareholders will be returned to Woodland for cancellation.
The parties also contemplate that the Woodland stock will be subject to a reverse split, leaving 660,000 shares outstanding immediately prior to the time of closing.
Dwango North America, Inc. is engaged in the development of wireless applications and technology for users of next generation wireless devices. These applications and technology include games, polyphonic musical ringtones and other entertainment content.
dwango is an early entrant in wireless entertainment, an emerging market anticipated to continue to grow rapidly in the United States. dwango has launched games on both Verizon Wireless and AT&T Wireless and anticipates entering into agreements for its content with other wireless providers. STAR EXCEED(tm) and dwango Racing(tm) are the two dwango titles released to date. Additional titles are anticipated to be launched in the near future.
Wireless content is downloaded directly to the handsets of the wireless subscribers, who are billed directly by the wireless carriers. dwango has also signed an agreement with NEC America, a major international handset manufacturer, to have dwango content preloaded in a next generation wireless handset.
Robert E. Huntley, the founder and Chief Executive Officer of dwango, is also a founder, the former Chairman of the Board and remains a major shareholder of Dwango Co., Ltd. in Japan ("Dwango Japan"). dwango has the exclusive license for North America for the wireless intellectual property (including software, technology, content and trademarks) of Dwango Japan. Dwango Japan is one of the leading providers of entertainment content for NTT DoCoMo's i-mode service, the largest wireless data service provider in the world. Dwango Japan has over four million paying subscribers. Investors in Dwango Japan include Sony, Intel, Konami and affiliates of Sega and NTT.
dwango's licensed content library currently includes over 50 games and 1200 Western-tune ringtones, providing dwango with a strong foundation for establishing a leadership position in the wireless entertainment market. dwango also plans to develop its own proprietary content.
The letter of intent is non-binding. Pending completion of due diligence review and satisfaction of certain other conditions, including the execution and delivery of a definitive exchange agreement by Woodland and all the securityholders of Dwango North America, Inc. Woodland anticipates closing the transaction by mid-July.
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "estimate", "possible" and "seeking" and similar expressions identify forward-looking statements, which speak only as to the date the statement was made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, the terms of the exchange, the business of dwango, including the market for its products and services, the effect of government regulation, competition and other material risks.
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