Tugboat International, Inc. Signs Merger Agreement with MidNet Inc.
December 12 2003 - 2:43PM
PR Newswire (US)
Tugboat International, Inc. Signs Merger Agreement with MidNet Inc.
RENO, NV, Dec. 12 /PRNewswire-FirstCall/ -- Tugboat International,
Inc. (OTCBB: TUGB - News) is pleased to announce the signing of a
merger agreement with MidNet Inc., a Nevada company with a sales
and marketing office in Canada. Under the terms of the agreement,
100% of the issued and outstanding shares of stock of MidNet will
be exchanged for shares of Tugboat International Inc., resulting in
MidNet becoming a wholly-owned subsidiary of Tugboat. Post-merger,
Tugboat has 13,050,000 shares of Common Stock issued and
outstanding, of which MidNet shareholders own 7,506,000 shares. In
addition, the three new Tugboat Directors identified below, own
300,000 shares of Tugboat Preferred Stock, two consultants and
three unrelated members of the Board of Advisors of Tugboat own
options to purchase 1,260,000 shares of Tugboat restricted Common
Stock, at an exercise price of US$.50 per share. Tugboat intends to
file a Form 8-KSB with the SEC next week to set forth in detail the
terms of the merger, together with a copy of the merger agreement.
About MidNet Over the past three years, the founders of MidNet have
created and developed a proprietary enabling technology known as
"The Middle Network", which allows its end user customers to
communicate digitally in a secure, reliable and cost effective
environment. The Middle Network acts as the 'middle layer' between
telecommunications infrastructure companies (Telco's) and
Application Service Providers (ASP's) for the benefit of end user
customers. The Middle Network is neutral in all respects, and, by
virtue of its immense capacity, provides a complementary and
effective digital alternative to the unsecured and congested
Internet (fraught with viruses, worms and hackers), parcel couriers
and expensive limited private networks. The Company anticipates
that users will accept The Middle Network as a critical enhancement
to their workflow environments furthering the sustainability and
future growth of their businesses. With this merger agreement
executed, MidNet's management team is well positioned to execute
its business plan and strategies and manage growth well into the
future. Directors With expertise in secure data centers, digital
telephone and data networking, electronic commerce, audio/video
post-production, videoconferencing, government services, and the
community of people with disabilities, the Company's management has
planned specifically for this opportunity. Since 1995, management
has taken time to study needs, evaluate opportunities, test
hypotheses, develop relationships and gain acceptance within target
markets. Peter Fentiman - President, CEO, Director Mr. Fentiman, a
graduate of the Eastern Ontario Institute of Technology in Business
Administration, has spent the best part of his working career in
executive positions with public companies in Canada and the United
States. Currently Mr. Fentiman is the President of Fenco Consulting
Inc., a management consulting firm specializing in the development
of companies going public. Previously he held the position as
President of Canadian operations for Satellite Conferencing
International Inc., a public company in the business of two-way
interactive videoconferencing. Mr. Fentiman was responsible for and
successfully negotiated cross border links between AT&T, BC Tel
and Telsat Canada, to establish videoconferencing between its
facilities in Canada and the United States. Tilo Kunz - Founder,
Chairman, COO, Director Mr. Kunz received a Diploma of Technical
Sales, Marketing Management, and Small Business from the British
Columbia Institute of Technology in 1989. Since then he has held
numerous positions in the communications and data networking
industries, including sales and marketing, network design and
systems integration, purchasing, managerial accounting, and senior
management. For the past ten years Mr. Kunz has specialized in
network based media applications. Based in Vancouver, Canada, Mr.
Kunz's earliest projects took place in the Soviet Union. During
this time, he became aware of the important role that
communications systems play in changing societies by helping people
to access and exchange information and ideas. Mr. Kunz also
experienced the efficiency and productivity gains that
organizations can realize from well-designed and integrated data
communications systems. Mr. Kunz is involved in product/service
design, business case development, strategic relationships, and
service implementation for the Company. Ruedi Aschwanden - Founder,
CTO, VP Technology, Director Mr. Aschwanden is the Company's
"technologist" and has designed the network architecture as well as
the software-based solutions for configuration and support of the
network. Over the last 24 years, he was involved with a number of
start-ups and is on the board of directors of several companies. He
has backgrounds in electronics engineering and computer science,
holds a Masters degree in Business Administration, and uses his
engineering, people and business skills to help companies succeed
in high-tech ventures. In one of his prior engagements, he was
Director of Technology of Multiactive Technologies Inc., in
Vancouver, B.C., where he helped put together the team that created
the "ecBuilder" software that won the 1999 BC Technology Industries
Association award for 'Excellence in Product Innovation', over
Seagate Software, and the prestigious 1999 Software &
Information Industry Association (SIIA) "Codie" award for 'Best
Internet Commerce Software', over finalists such as Microsoft,
Adobe and NetPerceptions. For further information please contact
MidNet at 1-604.609.6188 Forward looking Statements The statements
made in this press release are forward-looking and are based on
current expectations that are subject to a number of uncertainties
and risks, and actual results may differ materially. The
uncertainties and risk include, but are not limited to, the ability
of MidNet or the company to execute effectively its business plan,
changes in the market for MidNet's proposed network services,
changes in stock and business market activity, realization of
anticipated customers, seasonality, the development of new products
and services, the enhancement of existing products and services,
competitive pressures (including price competition), systems
failures, economic and political conditions, changes in customer
behavior and the introduction of competing products having
technological and /or other advantages. Any forward-looking
statements are made pursuant to the "safe harbor" provided by the
Private Securities Litigation Reform Act of 1995, and as such,
speaks only as of the date made. Statements made in this document
that are not purely historical are forward-looking statements,
including any statements as to beliefs, plans, expectations, or
intentions regarding the future. The company assumes no obligation
to update information concerning its expectations. DATASOURCE:
Tugboat International, Inc. CONTACT: MidNet at 1-604-609-6188
Copyright