Simex Technologies, Inc. and College Tonight, Inc., a Social Networking Company, Enter Into Definitive Agreement
16 Octobre 2007 - 4:32PM
PR Newswire (US)
ATLANTA, Oct. 16 /PRNewswire-FirstCall/ -- Simex Technologies, Inc.
(OTC:SMXT) announced that it entered into an Agreement and Plan of
Merger on October 12, 2007 with College Tonight, Inc. (CT), located
in Los Angeles, CA, pursuant to a letter of intent entered into by
Simex and CT in August 2007. Simex expects all conditions to be
satisfied for a closing by October 31, 2007. Kjell Jagelid, CEO of
SMXT, said, "With this merger our company enters a new and exciting
phase for our shareholders. College Tonight is a Social Networking
company emphasizing features such as mobility, security and
privacy." Mr. Jagelid referred investors to CT's website,
http://www.collegetonight.com/ (investor relations section), and
its press release dated September 27, 2007 that describes CT's
business and its status, which is reprinted below: COLLEGE TONIGHT,
INC. LAUNCHES LARGEST COLLEGIATE SOCIAL NETWORKING BLITZ IN HISTORY
Website's 'Disorientation Tour' Will Reach Over Two Million
Students This Academic Year Thursday, September 27, 2007 (Los
Angeles, Calif.) -- College Tonight, Inc. has officially launched
its new website, http://www.collegetonight.com/, a cutting-edge
online social network structured exclusively for college students.
The next step in the natural evolution of social networking,
College Tonight will show young adults what social networking
should have evolved into by 2007. College Tonight's motto "Get on,
Get Up, Get Out" will be the key message behind the site's
"Disorientation Tour," a national campus tour consisting of 52
promotional events targeting 116 campuses around the country over
the next 9 months. These nightlife events will mark the culmination
of week-long promotions held locally at individual campuses, with
neighboring student populations merging for the ultimate college
party experience. The network's distinct model fosters real-life
socialization among its users through the direct promotion of
campus-related club events, parties, music performances and
sporting events. The company works closely with corporate sponsors
on events at campuses nationwide, and generates support through
advertisers, client subscriptions and product placement. College
Tonight takes college students from interfacing online to
face-to-face interaction. Rather than relegating students to the
sedentary lifestyle of most currently anti-social networks, College
Tonight will promote actual social interactivity amongst the
trendsetters and the tastemakers of the collegiate demographic.
Members will have both unprecedented mobility and privacy as they
create their online network or 'Entourage' of friends and explore
the social opportunities within their campus and beyond in their
broader communities. The site provides an online forum for students
to exchange information on social activities happening offline,
serving as a catalyst for real-life relationships and interaction
among users. Zachary Suchin, President and CEO of College Tonight,
Inc. commented, "College Tonight is rooted in the philosophy that
students want to interact with other students, not just with their
computers. College students are very active and want to remain
connected throughout their already busy schedules. The utility of
College Tonight is anchored on the physical computer, but its
functionality extends far beyond." College Tonight's unique mobile
component allows users to receive mobile alerts and messages
specific to their needs and interests. Members are able to receive
the latest news on events at a particular venue, receive
notification when people in their network attend a certain event,
or communicate with other College Tonight users through an
extremely innovative methodology. ### Material terms and conditions
of the merger include: -- CT will merge with and into Simex CT
Acquisition Corp., a wholly-owned subsidiary of Simex, and thereby
become a wholly-owned subsidiary of Simex; -- Simex will issue
2,412,800 shares of a newly-created Series A Convertible Preferred
Stock in exchange for all of the issued and outstanding shares of
CT; -- Prior to the merger, Simex must have settled all outstanding
payables and notes, and caused certain outstanding notes to convert
into common stock; -- Prior to the merger, Simex must have obtained
the cancellation of 18,645,000 shares of its common stock; -- Prior
to the merger, Simex must have filed all periodic reports required
by Sections 13 or 15 of the Securities Exchange Act to bring Simex
current on its reporting obligations; -- Prior to the merger, Simex
must have raised at least $850,000 in a private offering to
accredited investors; -- As soon as practical after the merger,
Simex will hold a shareholders' meeting to approve a one for four
reverse stock split, an increase of its authorized shares of common
stock to 100,000,000, and a change of its name to "College Tonight,
Inc.;" -- Immediately after the one for four reverse split, each
share of Series A Convertible Preferred Stock will automatically
convert into 10 shares of Simex common stock, resulting in the
issuance of 24,128,000 additional shares of common stock. Safe
Harbor for Forward-Looking Statements Information in this release
regarding Simex or CT's forecasts, outlook, expectations and
beliefs are forward-looking statements that involve risks and
uncertainties. All forward-looking statements included in this
release are based upon information available to Simex or CT as of
the date of this release, which may change, and we assume no
obligation to update any such forward-looking statements. These
statements are not guarantees of future performance and actual
results could differ materially from our current expectations.
Contact Information: Warren Traver, Vice President of Simex
Technologies, Inc. 404-236-0134 DATASOURCE: Simex Technologies,
Inc. CONTACT: Warren Traver, Vice President of Simex Technologies,
Inc., +1-404-236-0134 Web site: http://www.collegetonight.com/
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