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   Gold/Mining/EnergyCSI Credit Systems CSU.VSE


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To: Stephen O who wrote (49)6/4/1999 11:05:00 AM
From: keith schaefer
   of 90
 
Royal Bank of Canada - Press release

Royal Bank to acquire CSI Credit Systems

Royal Bank of Canada
RY
Shares issued 313,597,457
1999-06-03 close $67.55
Friday Jun 4 1999
Ms. Jane Sedgewick reports
Subject to certain terms and conditions, Royal Bank, through an indirect wholly
owned subsidiary, will make an offer to acquire all the outstanding common shares
of CSI Credit Systems International Inc. (CSI), for $1.30 cash per share. Under
the terms of an acquisition agreement dated June 3, 1999, between the offeror
and CSI, the board of directors of CSI has agreed to recommend the offer to its
shareholders and to co-operate with Royal Bank to complete the transaction. The
net value of the transaction is estimated at $15-million.
CSI is a Burnaby-based electronic marketing company that specializes in loyalty
marketing solutions for retailers. With CSI's ERNEX point-of-sale software,
merchants can, in addition to processing debit and credit card transactions, offer
customers instant reward points, electronic coupons, electronic gift certificates,
instant redemption and personalized receipt messages. CSI's loyalty programs can
also be easily integrated into a retailer's Web site to ensure that on-line customers
benefit from the same valuable savings and rewards.
"Royal Bank's commitment to our organization is a huge vote of confidence for our
real-time electronic loyalty marketing solutions," says James Christensen, president
and chief executive officer, CSI. "With Royal Bank's backing, our dynamic
e-marketing solutions will continue to set the global standard for electronic loyalty
programs."
"Retailers are demanding more functionality from the existing payment
infrastructure. They want to build stronger relationships by providing customers
with instant gratification from their loyalty programs," says Mark Tonnesen,
executive vice-president, card products and point of sale for Royal Bank. "CSI's
expertise and innovation will be utilized by Royal Bank to deliver multipurpose
point-of-sale equipment that will enable real-time electronic marketing solutions
for merchants. Merchants, in turn, will be able to offer their customers more
personalized rewards."
ERNEX is operating throughout North America in restaurants, retail outlets
including Original Levi's Stores and NIKE, Superstar Group Limited, and resorts
including Blackcomb in Whistler, B.C., and Stratton in Vermont.
Upon successful completion of the offer, CSI will operate as an indirect wholly
owned subsidiary of Royal Bank and remain under its current management. CSI
will continue to offer ERNEX loyalty marketing solutions, loyalty program
consultation and development for retailers.
An offering circular containing details of the offer is expected to be mailed to
registered holders of common shares on or about June 15, 1999. The offer is
being made through 583969 B.C. Ltd., an indirect wholly owned subsidiary of
Royal Bank, and is expected to expire at the close of business on July 6, 1999,
unless extended. The transaction is conditional upon, among other things,
regulatory approval and there having been validly deposited under the offer and
not withdrawn at least 75 per cent of the outstanding CSI shares (calculated on a
fully diluted basis). It is anticipated that the transaction will close on or about July
19, 1999, unless extended.
(c) Copyright 1999 Canjex Publishing Ltd. canada-stockwatch.com

Royal Bank of Canada -

Royal Bank offers to acquire CSI

Royal Bank of Canada
RY
Shares issued 313,597,457
1999-06-03 close $67.55
Friday Jun 4 1999
See CSI Credit Systems International Inc (CSU) News Release
Mr. J. Caren Holtby reports
CSI Credit Systems International Inc., has declared that, subject to certain terms
and conditions, Royal Bank of Canada, through an indirect wholly owned
subsidiary, will make an offer to acquire all the outstanding common shares of CSI
for $1.30 cash per share. Under the terms of an acquisition agreement, dated as
of June 3, 1999, between the offeror and CSI, the board of directors of GSI has
agreed to recommend the offer to its shareholders and to cooperate with Royal
Bank to complete the transaction.
An offering circular containing details of Royal Bank's offer is expected to be
mailed to registered holders of common shares on or about June 15, 1999. A
directors' circular supporting the transaction will be mailed to the shareholders at
the same time. The offer is being made through 583969 B.C. Ltd., an indirect
wholly owned subsidiary of Royal Bank, and is expected to expire at the close of
business on July 6, 1999, unless extended. The transaction is conditional upon,
among other things, approval and there having been deposited under the offer and
not withdrawn at least 75 per cent of the CSI shares outstanding (calculated on a
fully-diluted basis at the expiry of the offer). It is anticipated that the transaction
will close by July 19, 1999.
If the offer is successful, CSI will operate as an indirect wholly owned subsidiary
of Royal Bank and remain under its current management. CSI will continue to
offer ERNEX loyalty marketing solutions, loyalty program consultation and
development for retailers.
(c) Copyright 1999 Canjex Publishing Ltd. canada-stockwatch.com

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To: Spock who wrote ()6/4/1999 12:14:00 PM
From: keith schaefer
   of 90
 
Bids are building, offers light - could trade through 130 here. EOM

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To: keith schaefer who wrote (61)6/4/1999 12:24:00 PM
From: ED BAARTMAN
   of 90
 
I think this offer from the Royal Bank stinks. CSI has huge potential. At a $1.30 this only represents a 30% premium over the recent trading price. I can't believe that management is actually recommending to shareholders to accept it.

Feeling very ticked off and betrayed,

Ed B.

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To: ED BAARTMAN who wrote (62)6/4/1999 12:42:00 PM
From: keith schaefer
   of 90
 
Look at Bunting Warburg buy the daylights out of this - risk arbitrage. They buy a huge stake, go to the Royal Bank and say, hey, give us $1.50 for the stock and you win, otherwise, you lose.

It ups the stakes a bit, as it may force Royal to up the bid, but if the Royal does walk and say no way, that stock will come back immediately, no mercy, market order, out, gone.


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To: ED BAARTMAN who wrote (50)6/4/1999 3:32:00 PM
From: keith schaefer
   of 90
 
Now you see the Royal Bank cluing in. See RBC Dominion Securities bidding for 100,000 at 25, they don't want to lose stock to these arbitrageurs. I think the law says they're allowed to buy something like 10% of the stock in the open market or something, but not quite sure on that.

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To: keith schaefer who wrote (63)6/4/1999 6:57:00 PM
From: ED BAARTMAN
   of 90
 
Do you think Bunting Warburg can buy enough shares to hold that kind of a control position?

Ed B.

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To: ED BAARTMAN who wrote (65)6/4/1999 7:15:00 PM
From: Stephen O
   of 90
 
They bought 325,000 shares today @ $1.245 avg, almost 3% of total o/s

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To: keith schaefer who wrote (59)6/4/1999 11:34:00 PM
From: Stephen O
   of 90
 
Keith You left out the fact that CSI is now supplying terminals to MacDonalds, the Big-Mac purveyor. Terminals are installed in several MacDonalds in British Columbia and they hope to have McCash cards on the market soon. Think of the transaction fees possible there. Right now the terminals are for Debit card processing.

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To: keith schaefer who wrote (59)6/5/1999 8:40:00 AM
From: Ally
   of 90
 
Keith,

I'm of the same thinking as the article in this weekend's NP. CSI is just at the verge of getting the Ernex system well known with major retailers. The stock is just about to blossom. Royal Bank knows this, and is attempting to get the technology for a "song" before the stock takes off.

Obviously, if Royal is willing to pay $1.30 for the company, it is worth more now that CSI is in the limelight with their Ernex system, I think there will be other suitors should this one fails. I'm willing to risk my miserly 5,000 shares and not sell to Royal for a "bird feed" amount of $1.30. The $2.00 mentioned in NP is more like it!

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To: Ally who wrote (68)6/5/1999 9:24:00 AM
From: Stephen O
   of 90
 
Ally et al

The Royal Bank obviously wants to use the system. If they had announced their intentions, or even just part of them, the stock would have gone up to $1.50 - $2 on the announcement alone.

Is this a case of Eastern bankers attempting to put a fast one over on simple Vancouver brokers and their clients?

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