Monday February 12, 11:02 am Eastern Time
Press Release
Latin American Casinos, Inc. Announces Plans to Merge with Digital Convergence Corporation
NORTH MIAMI BEACH, Fla.--(BUSINESS WIRE)--Feb. 12, 2001--Latin American Casinos, Inc. (Nasdaq:LACI - news) today announced that it has entered into a Letter of Intent to merge with privately held Digital Convergence Corporation of Costa Mesa, CA. Upon closing, the existing businesses of LACI will cease operations and the assets will be sold.
Digital Convergence, dctc.com, is a provider of e-Business software products and consulting services that enables enterprises to effectively extend their legacy systems to the Web. In today's world, most enterprises are re-architecting their current business-to-business, business-to-consumer and business-to-employee solutions through expensive custom-built software integrations. Digital software products enable enterprises to cost effectively and efficiently manage these integrations through process enablement, policy based management, common information modeling, event-based messaging, and data transformation. Having off-the-shelf integration solutions is vital to managing an increasingly complex technology landscape among dynamically changing factors like markets and customer needs. This Business System Engineering (BSE(TM)) discipline facilitates ``end-to-end'' integration of processes, policies, common information, event-driven messaging, and data transformation between legacy systems and WEB based environments to achieve enterprise business objectives.
The terms of the merger currently contemplate a tax-free exchange of common stock of LACI for 100 percent of the issued and outstanding shares of Digital Convergence Corporation. The transaction is subject to customary closing conditions, including a definitive merger agreement. The basic terms of the merger agreement have been agreed to in the Letter of Intent. Both parties reasonably expect the transaction to close on or about April 1, 2001.
Digital Convergence was co-founded by, Matthew Ghourdjian, Chief Executive Officer and Co-Chairman, formerly a Partner at Arthur Andersen, LLP, and KPMG Consulting where he created and managed the Business Network Service and Los Angeles Technology Groups for Andersen and helped to build the San Jose BroadBand Solution Center for KPMG. ``We are excited about the new opportunities for expansion and growth that the public markets can afford a company like ours,'' stated Ghourdjian. ``Access to capital combined with our worldclass development teams will allow for us to expedite our product efforts towards enterprise class software for extending legacy infrastructure to the World Wide Web.''
T. Benjamin Jennings the President and Co-Chairman has been with the company since shortly after its beginning in the fall of 1999. Mr. Jennings joined the company after building and operating a large manufacturing business as well as serving on the board of several privately held organizations with a focus on wireless communications, aerospace, and electronics recycling. ``Digital Convergence is a special company, rarely in today's technology business do you find a company that was self-funded through earnings, maintained its independence from typically strained funding sources, and has executed on a business plan that has sustained profits while growing from an idea to more than 140 employees.'' Jennings also stated, ``As we complete the transition of the company from building client specific software solutions and services to standardized software products we expect to maintain our growth rate and sustain our profitability.''
Todd Sanders, CEO of LACI stated, ``Since acquiring an interest in LACI we have been strongly committed to locating other business opportunities. We feel fortunate to have found a company of the caliber of Digital Convergence, with a long list of blue chip clients, evolutionary technology and a wonderfully seasoned management team.''
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties. A number of factors could cause actual results to differ from those indicated in the forward-looking statements, including the satisfaction of all conditions to closing identified in the Letter of Intent and in final documentation, the closing of the transaction with Digital Convergence, general economic conditions and other risks that are discussed in the company's filings with the Securities and Exchange Commission (including the company's Annual Report on Form 10KSB). The company undertakes no obligation to publicly update or revise the forward-looking statements whether as a result of new information, future events or otherwise.
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Contact:
Latin American Casinos, Inc., North Miami Beach
Todd Sanders, 949/553-8002 (Irvine, Calif.)
or
Digital Convergence Corporation
Jamie Held, 714/800-7910
Email: jheld@dctc.com |
