USA: Capital Beverage Announces Intent to Merge With Financial Information Company
After the completion of the intended transaction, the merged company, hereinafter referred to as "New Cap," will change its name to "Stocktalklive.com, Inc." The existing operations of Capital Beverage Corporation, which includes the beer and soda business and the phone card business, will be transferred into a newly formed, wholly-owned subsidiary of New Cap, which will retain the name, "Capital Beverage Corporation" (CBC).
The management of New Cap and the management of CBC will use their best efforts to attempt to sell the business of CBC to a third party, merge CBC with another company or arrange a purchase from New Cap of CBC by the management of CBC or a management led group.
"This transaction is another initiative to further expand our Company to benefit our shareholders," said Carmine Stella, President of Capital Beverage.
All holders of STL common stock will receive one share of Capital Common Stock for each share of STL Common Stock they hold. New Cap, upon completion of the merger, will issue to each of the holders of Capital Common Stock one warrant for each share of Capital Common Stock owned by Capital shareholders at an exercise price to be determined and an additional one-half share of common stock for each share owned by Capital shareholders. It is anticipated that the former Capital shareholders will own approximately 15% of New Cap, the merged company, and that the former shareholders of STL will own approximately 85% of the common stock of New Cap. These percentages are subject to due diligence review by Capital and STL and to an independent fairness evaluation. This transaction will be subject to the completion of a definitive merger agreement and shareholder approval by the shareholders of Capital Beverage Corporation and by the shareholders of Stocktalklive.com, Inc. There can be no assurance that these conditions will be satisfied or that the merger will be completed.
Stocktalklive.com President & COO Eric Barash commented, "This merger will give us flexibility as a publicly-traded company in accessing the capital markets to most effectively and rapidly carry-out our business objectives and growth strategies. We believe we will be the only free e-finance portal to offer such a broad array of services and we anticipate strong future growth in our user base."
If all of the above listed conditions are satisfied, it is anticipated the merger will be completed in the Fourth Quarter of 2000.
Stocktalklive.com is establishing itself as "The Future of Interactive e-FINANCE," providing a free platform that to-date has been unavailable to the more than 100 million online Internet users. With its aggressive business model and its significant worldwide footprint potential, Stocktalklive.com is positioning itself within the e-FINANCE space by offering free live, streaming, professional financial radio and television broadcasts and free live dynamically streaming stock quotes powered by Standard & Poor's, all on the Company's "Live Page." In addition, Stocktalklive.com provides an online shopping community where members earn cash back rewards on Stocktalklive.com's "Marketplace" and free Internet access.
Standard & Poor's, a division of the McGraw-Hill Companies (NYSE: MHP), provides independent financial information, analytical services, advice and credit ratings to the world's financial markets. With more than 4,000 employees located in 21 countries, Standard & Poor's is an integral part of the global financial infrastructure.
Statements in this release that are not statements of historical or current fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown facts that could cause the actual results of the company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes," "belief," "expects," "intends," "anticipates," or "plans," to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company's reports and registration statements filed with the Securities and Exchange Commission.
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