HowStuffWorks and INTAC International Announce Increased Financing to Approximately $50 Million for Their HSW International Merg
29 Janvier 2007 - 2:45PM
PR Newswire (US)
HONG KONG and ATLANTA, Jan. 29 /PRNewswire-FirstCall/ -- INTAC
International, Inc.
(NASDAQ:INTNNASDAQ:/NASDAQ:FSE:NASDAQ:WKNNASDAQ:805768) ("INTAC"),
an emerging provider of educational and career development
services, software for educational institutions and distributor of
wireless handset products in China, and HowStuffWorks, Inc.
("HowStuffWorks"), an online publishing company widely recognized
as a leading source for clear, reliable explanations of how
everything actually works, today announced increased financing to
approximately $50 million in connection with the merger transaction
(the "Merger") between INTAC and HSW International, Inc. ("HSW
International") announced in a press release dated April 20, 2006.
This amount is an estimate based upon agreements for the purchase
of $43.5 million of common stock of HSW International and an
additional 900,000 shares of common stock of HSW International at a
price to be determined at the time of effectiveness of a
registration statement expected to be filed. INTAC's largest
institutional shareholder, which previously agreed to purchase $10
million of common stock of HSW International, has agreed to
increase such amount to a total of $16 million. Concurrently,
various institutional investors have agreed to purchase
approximately $34 million of common stock of HSW International.
This increased capital will allow HSW International to finance the
growth and development of its new businesses in emerging markets,
commencing with China and Brazil. The common stock has not been
registered, is being sold pursuant to an exemption from
registration, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements. HSW International has agreed to register such common
stock for resale. The Stock Purchase Agreement with High River
Limited Partnership and StuffWorks, LLC, as previously announced on
April 20, 2006, has been mutually terminated by the parties
thereto. In addition, INTAC today announced that it has entered
into a Share Purchase Agreement to sell its wireless handset
distribution business to an entity affiliated with its Chairman and
CEO, Wei Zhou, in accordance with the letter of intent as
previously announced on August 10, 2006. Such entity has agreed to
purchase the wireless distribution business in exchange for 3
million shares of the INTAC common stock held by Mr. Zhou. The
consummation of this transaction is anticipated to be concurrent
with the closing of the Merger. In connection with these
agreements, INTAC, HowStuffWorks, and HSW International have
amended the Agreement and Plan of Merger among the parties to
reflect recent developments. The closing of the Merger is subject
to customary closing conditions, including approval by INTAC's
shareholders and effectiveness of a registration statement on Form
S-4 to be filed with the Securities and Exchange Commission with
respect to the issuance of the common stock of HSW International to
shareholders of INTAC. About INTAC International, Inc. INTAC
International, Inc. is a leading provider of integrated educational
and career development services as well as management software
products for educational institutions in China. INTAC International
is also engaged in the distribution of premium brand wireless
handset products. INTAC is a Nevada corporation and is
headquartered in Hong Kong. About HowStuffWorks, Inc.
HowStuffWorks, Inc. is an online publishing company that provides
objective, credible and useful information for people to learn
about the world around them and make smart decisions. The company's
award-winning Web site is the ultimate source for in-depth,
easy-to-understand explanations, expert product reviews,
comprehensive buying guides and informational videos, simplifying
thousands of topics in the areas of health, science, travel,
automotive, electronics and consumer products, among others.
HowStuffWorks is the exclusive digital publisher for Consumer Guide
and Mobil Travel Guide, leading providers of expert reviews and
ratings online at ConsumerGuide.com and MobilTravelGuide.com.
Founded in 1999, HowStuffWorks is headquartered in Atlanta, GA. For
more information, visit http://www.howstuffworks.com/.
Forward-Looking Statements This press release contains
"forward-looking statements," including, among other statements,
statements regarding the proposed business combination between
INTAC and HSW International, Inc. and the proposed sale of INTAC's
wireless distribution business. Statements made in the future
tense, and words such as "anticipate", "expect", "project",
"believe", "plan", "estimate", "intend", "will", "may" and similar
expressions are intended to identify forward-looking statements.
These statements are based on current expectations, but are subject
to certain risks and uncertainties, many of which are difficult to
predict and are beyond the control of INTAC. Relevant risks and
uncertainties include those referenced in INTAC's filings with the
Securities and Exchange Commission ("SEC") (which can be obtained
as described in "Additional Information" below), and include but
are not limited to: general industry conditions and competition;
economic conditions, such as interest rate and currency exchange
rate fluctuations; technological advances and patents attained by
competitors; challenges inherent in new product development,
including obtaining regulatory approvals; governmental laws and
regulations. Risks and uncertainties relating to the proposed
business combination and/or the proposed sale of the wireless
distribution business include but are not limited to: required
regulatory approvals will not be obtained in a timely manner, if at
all; the proposed transactions will not be consummated; the
anticipated benefits of the proposed transactions will not be
realized; and the integration of HSW International, Inc.'s
operations with INTAC will be materially delayed or will be more
costly or difficult than expected. These risks and uncertainties
could cause actual results to differ materially from those
expressed in or implied by the forward-looking statements, and
therefore should be carefully considered. INTAC assumes no
obligation to update any forward-looking statements as a result of
new information or future events or developments. Additional
Information This press release is not a substitute for the proxy
statement/prospectus and any other documents INTAC and HSW
International, Inc. will file with the SEC at an appropriate time.
Investors and stockholders are urged to read such proxy
statement/prospectus and any other such documents, when available,
which would contain important information about the proposed
transactions. The proxy statement/prospectus would be, and other
documents filed or to be filed by INTAC and HSW International, Inc.
with the SEC are or will be, available free of charge at the SEC's
website (http://www.sec.gov/) or from INTAC by directing a request
to: J. David Darnell, Senior Vice President and Chief Financial
Officer of INTAC International at 469/916-9891 or
david.darnell@intac- asia.com. INTAC is not currently engaged in a
solicitation of proxies from the stockholders of INTAC or HSW
International, Inc. in connection with either the proposed business
combination between INTAC and HSW International, Inc. or the
proposed sale of the wireless distribution business. If a proxy
solicitation commences, INTAC, HSW International, Inc. and their
respective directors, executive officers and other employees may be
deemed to be participants in such solicitation. Information about
INTAC's directors and executive officers is available in INTAC's
proxy statement, dated February 15, 2006 for its 2006 annual
meeting of stockholders. Additional information about the interests
of potential participants will be included in the proxy
statement/prospectus INTAC will file with the SEC at an appropriate
time. For Further Investor Information: J. David Darnell Senior
Vice President & Chief Financial Officer INTAC International
PH: (469) 916-9891 For Media Inquires: Michele Wisch HowStuffWorks
PH: (404) 760-4336 DATASOURCE: INTAC International, Inc. CONTACT:
Investor Information: J. David Darnell, Senior Vice President &
Chief Financial Officer of INTAC International, +1-469-916-9891, ;
Media Inquires: Michele Wisch of HowStuffWorks, +1-404-760-4336,
Web site: http://www.howstuffworks.com/ http://www.intac.cn/
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