ActiveCore Technologies, Inc. (OTCBB: ATVE), a Company that operates a group of subsidiaries and divisions in the US and Canada, today announced that it has issued a letter of intent ("LOI") to acquire all of the issued and outstanding shares of Global Sterling Payments Systems Limited ("GSPS"), the parent company of ePocket Inc. ActiveCore currently holds a minority shareholding position in GSPS.
At the current time, ActiveCore has received signed LOIs from shareholders holding a majority of GSPS' Ordinary Shares. The LOI is subject to several conditions which must be met by GSPS prior to a definitive purchase and sale agreement being executed. However, these conditions may be waived in whole or in part at the sole discretion of ActiveCore. The Company indicated that it is seeking to close this transaction later this summer.
Peter Hamilton, Chief Executive Officer of ActiveCore, said, "Over the past weeks, we have been working on finalizing the details of our Company's new strategic direction. It gives me great pleasure to announce that we have signed a Letter of Intent to purchase ePocket. With this acquisition, ActiveCore is positioned to become a leading organization in the electronic payment industry, one of the hottest and fastest growing sectors in the marketplace. It is an exciting time for ActiveCore and its shareholders, and we will release more details, when permitted, in the very near future."
The Company also clarified the related party nature of this transaction. Although Peter Hamilton was the controlling shareholder of GSPS at the conclusion of its acquisition of ePocket approximately a year ago, his current shareholdings in GSPS have been diluted to under 5% of its total shares outstanding. The total shareholdings of GSPS currently owned by Mr. Hamilton along with other senior executives of ActiveCore is approximately 15%.
Neil Fishenden, Chief Executive Officer of GSPS, stated, "The management teams of both companies have spent considerable time analyzing the synergies between the two organizations, which are a critical component of this proposed transaction. ActiveLink, the integration engine developed and owned by ActiveCore, will become a key piece of technology in deploying the ePocket technology with future customers. This delivery function will be led by the Cratos implementation team, which has demonstrated world class proficiency in implementing complex electronic payment systems globally. Additionally, the ActiveCast broadcast technology will provide the backbone to an important value-added service which the new Company will provide.
"It has become clear to the GSPS Board of Directors that ePocket's ability to secure significant funding as well as to establish credibility in the marketplace with prospective customers is greatly enhanced as part of a public entity. The progress made with the underlying ePocket technology and business model over the past several months has been compelling enough to convince our Board and management team that this transaction was an opportunity we had to capitalize on."
ePocket Update
Commercialization of the ePocket technology has progressed extremely well over the past several months, to the point where ePocket now possess a readily deployable payment solution which it is currently marketing. ePocket has also continued to refine its go-to-market strategy, which has a clear focus on both the micropayment and youth markets. Its tactical plan begins with the facilitation of WiFi access payments as a foundation and market entry point. It is expected that from this entry point ePocket will continue to build a community that will be leveraged for advertising and digital products and services all oriented with the youth in mind.
ActiveCore Restructuring
As mentioned in previous releases, ActiveCore will continue to explore manners in which it can reduce costs in preparation for this transaction. Areas not expected to be impacted by this restructuring are those elements which have been identified as synergistic with ePocket, and which therefore need to be maintained.
This press release is available on the company's official online investor relations site for investor commentary, feedback and questions. Investors are asked to visit ActiveCore IR Hub located at http://www.Agoracom.com/IR/ActiveCore.
About ActiveCore Technologies, Inc. (www.ActiveCore.com)
ActiveCore Technologies, Inc., operates a group of subsidiaries and divisions in the U.S., and Canada that offer a Smart Enterprise Suite of products and services. We integrate, enable, and extend functions performed by current and legacy IT systems. Our products encompass web portals, enterprise middleware, mobile data access, data management and system migration applications. The Systems Integration & Modernization Division of ActiveCore operates under the trade names of CRATOS and MDI Solutions. The Corporate Disclosure and Messaging Division of ActiveCore operates under the trade names C Comm Network Corporation, DisclosurePlus and ActiveCast. ActiveCore services clients in health care, financial services, government and manufacturing worldwide.
About ePocket Inc. (http://www.ePocket.com)
ePocket brings true electronic cash to the world for the first time, making purchases over the Internet as secure and simple as handing cash to a clerk in a store. ePocket enables banks to provide their customers with the ability to withdraw electronic cash in any currency from their regular deposit accounts, and send this electronic cash to merchants or other consumers in order to make payments. Cash created electronically is just like cash, except there are no coins, bills, or plastic cards -- it is entirely electronic. Just like cash, electronic cash does not require the identification of a payer. This provides privacy for consumers, and eliminates fraud and identity theft, making ePocket the most cost-effective payment solution for Internet commerce. ePocket payments cost merchants less than any other payment technologies. Their extraordinary cost effectiveness enables merchants to profitably accept very small payments of just one or two dollars. In contrast to other payment schemes, consumers do not have to open additional accounts with a payment intermediary. Consumers do not have to give up any identity or credit information in order to accomplish a payment. This makes ePocket payments completely secure and provides complete privacy for consumers.
Statements contained in this news release regarding ActiveCore Technologies, Inc. formerly IVP Technology and planned events are forward-looking statements, subject to uncertainties and risks, many of which are beyond ActiveCore's control, including, but not limited to, reliance on key markets, suppliers, and products, currency fluctuations, dependence on key personnel and trade restrictions, each of which may be impacted, among other things, by economic, competitive or regulatory conditions. These and other applicable risks are summarized under the caption "Risk Factors" in ActiveCore's Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on January 4, 2005. Forward-looking statements by their nature involve substantial risks and uncertainties. As a result, actual results may differ materially depending on many factors, including those described above.
For further information: ActiveCore Technologies, Inc., IR CONTACT: Efrem Ainsley, (416) 252-6200, eainsley@activecore.com, IR Hub: http://www.Agoracom.com/IR/ActiveCore