Terrascend Corp V.TER

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Applied Terravision Systems Inc. Announces Agreement to Merge with The Petroleum Place, Inc. CALGARY, Aug. 17 /CNW/ - Applied Terravision Systems Inc. ("ATS") (CDNX: TER) announced today that it has entered into a definitive agreement to amalgamate ("Agreement") with a Canadian Subsidiary of The Petroleum Place, Inc. ("Petroleum Place") of Denver, Colorado, a leading industry Internet company focused on the global oil and gas property acquisition and divestiture (A&D) market. The Agreement values ATS at Cdn. $105 million (US $69 million). The transaction is contingent upon a number of conditions, including the successful completion of Petroleum Place's Initial Public Offering (IPO) in the United States and ATS shareholder approval. Petroleum Place has filed a registration statement with the United States Securities and Exchange Commission (the "SEC"). The Agreement provides that ATS shareholders will be entitled to receive Cdn. $3.00 worth of Petroleum Place stock for each share of ATS stock that they hold. The number of shares of Petroleum Place stock that each ATS shareholder is entitled to will be based upon the offering price of Petroleum Place shares in the IPO and the then effective Canadian to U.S. currency exchange rate. U.S. shareholders of ATS will receive Petroleum Place common shares; Canadian shareholders will be eligible for Petroleum Place common shares or new exchangeable common shares which have an exchangeable time period of up to five years which may carry some tax advantages for the Canadian holders. The Cdn. $3.00 tender is at a 40.8 per cent premium to ATS' twenty day trading average of Cdn. $2.13. With the addition of ATS, Petroleum Place further establishes itself as a leader in the provision of both traditional and Internet-based business solutions for the upstream petroleum industry. From its recently announced alliance with Halliburton/Landmark, its pending definitive agreement to acquire Paradigm Technologies ("Paradigm"), to ATS, Petroleum Place is establishing a premier Internet gateway and commerce platform for a full range of "best of breed" applications and services. This deal complements Petroleum Place's definitive agreement to acquire Paradigm, a US-based provider of enterprise resource planning (ERP) software currently installed in over 150 upstream petroleum companies. The combination of Petroleum Place, ATS and Paradigm creates a company with an established and diverse customer base of over 900 petroleum companies across the U.S. and Canada. Petroleum Place intends to establish a new business unit that will include ATS and Paradigm which will be referred to as Energy Enterprise Online. This new division will be chartered to establish www.petroleumplace.com as the Internet gateway and commerce hub for the upstream petroleum industry. The 900 customers of ATS, Paradigm and Petroleum Place, many of whom are natural trading partners, also represent much of the core of the upstream petroleum business. Petroleum Place intends to expand its product offerings to allow these trading partners to utilize Internet technology and business processes to facilitate property transactions, manage their upstream petroleum assets and conduct business electronically. Gary Vickers, president and chief executive officer of Petroleum Place, commented, "ATS has pioneered the application service provider (ASP) model within the energy industry. ATS has successfully deployed its solutions over the Internet for the US Bureau of Indian Affairs, the Trust Department of Bank of America, Range Resources and others. The combined customer base of ATS and Paradigm represents a large percentage of the mid to large size independents. This sector of the market is the definitive 'sweet spot' for ASP solutions, as it provides these companies with cost effective, integrated access to enterprise-level applications. Further, it creates a common platform for these companies, who are natural trading partners, to integrate their business processes. Petroleum Place will provide the platform to aggregate the combined customer bases, providing the foundation for increased service options, back- office integration and workflow efficiencies." "Petroleum Place is rapidly assembling the tools and service offerings it needs to deliver process and price efficiencies to the petroleum industry. Through a combination of their own internal development and solid strategic alliances, such as their recent agreement with Halliburton and through the acquisitions of The Oil & Gas Asset Clearinghouse, Strata-Web Systems and its pending acquisition of Paradigm Technologies, Petroleum Place now has product and service offerings for each stage of managing petroleum assets," stated Bob Tretiak, president & chief executive officer of ATS. "This includes the property discovery, evaluation, acquisition and back-office process, collectively a cycle referred to as the 'Transaction Lifecycle'." The boards of directors of each of ATS and Petroleum Place have unanimously approved the proposed transaction with ATS' board of directors recommending that its shareholders tender to the amalgamation. All directors, senior officers and certain major shareholders of ATS have agreed to tender their shares in favor of the amalgamation. ATS has received an opinion from their financial advisor, Scotia Capital Inc., that the transaction as contemplated, is fair from a financial point of view to the common shareholders of ATS. A Notice of Special Meeting of ATS Shareholders and accompanying management proxy circular with detailed information respecting the amalgamation will be mailed to ATS shareholders upon completion of Petroleum Place's IPO. As stated, the Agreement is subject to a number of conditions, including Petroleum Place's completion of its IPO within a specified price range as well as regulatory approvals. This Agreement terminates if Petroleum Place does not complete its IPO by November 30, 2000. Petroleum Place filed a registration statement with United States Securities and Exchange Commission (SEC) on May 19, 2000. The statement lists Donaldson, Lufkin & Jenrette Securities Corporation, Salomon Smith Barney Inc., Banc of America Securities LLC and DLJ Direct Inc as underwriters of the proposed offering. About Applied Terravision Systems Inc. -------------------------------------- Applied Terravision Systems Inc. (ATS) develops and markets enterprise information solutions that manage revenue-generating assets with complex ownership that it offers to customers as traditional software or as an application service provider (ASP) over the Internet. The ATS product line includes a robust suite of integrated financial accounting, operational management, land and facilities management, product marketing, Geographic Information System (GIS), asset management and corporate information solutions. The ATS customer base includes over 600 companies worldwide. ATS was formed in Calgary, Alberta, in 1986 and is publicly traded on the Canadian Venture Exchange Inc. (CDNX) under the symbol "TER." About Petroleum Place, Inc. --------------------------- Petroleum Place is an energy Internet market place serving the upstream petroleum industry. The Petroleum Place Web site (www.petroleumplace.com), which was launched in 1995, seeks to bring price and process efficiencies to each stage of the oil and gas property transaction lifecycle -- streamlining the discovery, evaluation, acquisition, divestiture and processing of petroleum properties. Petroleum Place provides a broad range of integrated, Internet-enabled products and services supporting each of these stages including online oil and gas asset databases (discovery), geotechnical data (evaluation), hybrid and exclusive online property auctions (acquisition and divestiture) and accounting, asset management and enterprise resource planning solutions (processing). In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, Applied Terravision Systems Inc. cautions that statements in this press release which are forward looking and which provide other than historical information involve risks and uncertainties that may impact the company's actual results of operations. Please see The Petroleum Place's form S-1 dated May 19, 2000 for a more complete discussion of such risk factors. -30- For further information: please contact the following: Gary R. Vickers, President & CEO, Petroleum Place, Inc., Tel: [phone], [e-mail]; Kim Pickett, Director of Marketing, Petroleum Place, Inc., Tel: [phone], [e-mail]; Robert W. Tretiak, President & CEO, Applied Terravision Systems Inc., Tel: [phone], [e-mail]; Fred C. Coles, Executive Chairman, Applied Terravision Systems Inc., Tel: [phone], [e-mail] APPLIED TERRAVISION SYSTEMS INC. has 32 releases in this database.