Vancouver, BC– December 19, 2005 – Uniserve
Communications Corporation, one of Western Canada’s largest independent
communications companies delivering voice and data communications services
across the country, today announced it has entered into a definitive agreement
for the purchase of Inter.net Canada Ltd. Upon completion of this acquisition,
Uniserve will be firmly placed in the Canadian communications landscape
with over 110,000 customers and annual revenues in excess of $24 million.
Uniserve is a publicly traded company listed on the Canadian TSX.V exchange
under the trading symbol ‘USS’.
Uniserve and the vendor, NACO LP, of Virginia, have agreed to complete
the transaction by January 31, 2006, subject to certain conditions including
regulatory approval. The cost to Uniserve is approximately $5 Million,
consisting of $3.0 million in cash, subject to adjustments, the issuance
of 4,600,000 Units to the vendor at $0.40, with each Unit consisting of
one common share and one-half share purchase warrant and the assumption
of certain liabilities of the vendor. Each whole warrant is exercisable
for up to 23 months at $0.65 per share. In addition, the acquisition includes
the assumption of net balance sheet liabilities of Inter.net Canada Ltd
of $1.093 Million, which includes roughly $.975 Million in deferred revenue.
Inter.net Canada Ltd. has represented revenues and adjusted EBITDA of
$8,400,000 and $1,500,000 respectively.
Uniserve intends to partially finance the transaction through the issuance
of 1,500,000 Units, with each Unit consisting of one share at $0.40 plus
one-half share purchase warrant. Each whole warrant is exercisable for
up to 12 months at an exercise price of $0.50 per share, subject to regulatory
approval. The balance of funds required to complete the transaction will
come from a combination of debt and cashflow.
The new Uniserve group of companies will have a strong presence across
Canada with over 150 employees supporting offices in British Columbia,
Alberta and Quebec. Uniserve will have significant customer segments in
high speed Internet access on multiple platforms across Canada, Voice
over IP (VoIP), traditional long distance, fax to email and web hosting
services. The products and customer base will be supported by award winning
multi-lingual service centers located in Vancouver, Edmonton and Montreal.
“Uniserve’s acquisition of Inter.net Canada is part of our
overall development strategy to expand eastward, and we are very fortunate
to have the opportunity to acquire what we consider to be the best independent
communications company in eastern Canada,” said William Spratt,
President and CEO of Uniserve. “Our acquisition of (Alberta based)
Interbaun last February has been a tremendous success and gave us a significant
presence in the Canadian small business community. The Inter.net acquisition
enhances our product capability to serve this important market and provides
us with a large base of customers in Ontario and Quebec. In addition,
by increasing our network capacity in eastern Canada, we increase our
wholesale capabilities to serve the many VOIP carriers across the country”.
“Inter.net Canada and Uniserve share the same vision, one of future
growth, continued success and a solid commitment to best-in-class customer
service,” said Sophie Léger, President of Inter.net and upon
closing, the new COO of Uniserve. “This new arrangement will benefit
all of our existing subscribers through additional services and increased
coverage coast-to-coast. And that level of personal service and individual
attention, which draws so many of our subscribers, will still remain priority
number one.”
About Uniserve Communications Corporation
One of Western Canada’s largest independent communications companies,
Uniserve Communications Corporation delivers voice and data communications
services to 70,000 small and medium sized businesses and consumers in
urban and rural markets across Canada, offering scalable solutions including
high speed Internet, Web hosting, long distance, fax-to-email and an award-winning
call centre. Uniserve is an industry leader in the integration of voice
and data services over multiple IP networks including cable, ADSL and
wireless broadband. To service these networks, Uniserve has developed
a proprietary ordering and provisioning system that allows customers to
dynamically customize their own services, test new technologies and receive
support through web portals.
For more information about Uniserve, its products and services, please
visit www.uniserve.com. Additional corporate
and financial information may be found at www.sedar.com.
About Inter.net Canada
The young and dynamic Inter.net Canada team spares no effort to give shape
to its mission: to be the communications company of choice bringing people
together using innovative and advanced digital technologies. Our experienced
and dedicated team provides globally empowering communications solutions.
Inter.net Canada, the premier alternative to large telecommunications
companies, provides personal, around-the-clock customer service. Focusing
on complete user satisfaction, Inter.net Canada offers easy, affordable,
quality solutions such as Internet access, Internet Phone service (Voice
over IP) and Web hosting.
For more information on Inter.net Canada, please visit www.ca.inter.net
or call (800) 920-SURF (7873).
Signed by Wil Spratt, CEO
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
The statements contained in this news release that are not historical
facts are forward looking statements. Such statements are based on management's
estimates, assumptions and projections using available information. Uniserve
cautions that actual financial results could differ materially from the
current expectations due to a number of factors.
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For more information or to coordinate an interview with representatives
of Uniserve Communications Corporation or Inter.net Canada, please contact:
Communications MECA
Julie Lepsetz
(514) 288-8500 x 233 / 1 888 764-MECA (6322)
jlepsetz@meca.ca
OR
David Levy
(514) 288-8500 x 228 / 1 888 764-MECA (6322)
dlevy@meca.ca