DFLY
16年前
RE merger pr>>InPlay Technologies Enters into Letter of Intent for Merger with U.S. Rental Housing REIT, Inc.
Mar 11, 2009 12:09:00 PM
Copyright Business Wire 2009
SCOTTSDALE, Ariz.--(BUSINESS WIRE)-- InPlay Technologies, Inc. (NASDAQ:NPLA) announced today that it has entered into a binding letter of intent to merge with U.S. Rental Housing REIT, Inc. (USRHR). The transaction is subject to final negotiation and execution of a definitive merger agreement, and InPlay stockholder approval within 120 days.
InPlay's Board of Directors has unanimously approved and recommended that the following transactions, among others, be put forth for stockholder approval:
-- Change the company name from "InPlay Technologies, Inc." to "U.S. Rental
Housing REIT, Inc";
-- Increase the authorized shares from 40 million to 200 million shares;
-- Issue 50 million shares of restricted stock for all of the outstanding
shares of USRHR; and
-- Sell at closing all current InPlay assets to a third party in exchange
for the assumption by the buyer of the liabilities of InPlay plus other
consideration.
Upon execution of the letter of intent, USRHR was required to pay to InPlay the sum of $175,000 to be used for working capital and transaction expenses. In return, InPlay was required to issue to USRHR a convertible note, subject to conversion at the option of the holder into one million shares of common stock.
U.S. Rental Housing Real Estate Investment Trust is a development-stage real estate investment trust which will focus its initial efforts on rental housing in major U.S. markets.
Van Potter, President and CEO, InPlay, stated, "The ongoing financial crisis has made raising capital exceedingly difficult. We have pursued a number of options, but to date we have been unsuccessful in our efforts to secure the additional funding required for our current business to succeed and prosper. With USRHR's strategy in the real estate market, this merger will provide an opportunity for InPlay shareholders to rebuild shareholder value now and into the future. Given the current environment, our Board feels that this transaction is in the best interests of our shareholders."
"Using USRHR's capital position, combined with InPlay's public reporting transparency, we believe we can acquire exceptionally well-positioned and well-conceived multi family rental properties. In addition, we plan to acquire real estate backed mortgages from various financial institutions, or out of judicial foreclosures and bankruptcies at steeply discounted prices," said David Walsh, incoming Chairman, USRHR.
"According to the Urban Land Institute, all economic indicators forecast the highest demand for rental housing in the history of the U.S. over the next five years. With this demand and the need for the housing market to lead the U.S. economy out of the recession, we believe now is the time to acquire and invest in the multi family rental properties," Walsh continued.
Upon close of the merger, USRHR will accept the resignation of all current InPlay officers and directors. All outstanding severance agreements and stock options will be cancelled. In consideration, USRHR will provide a pool of 2.2 million restricted shares for directors and executives.
David Walsh will be Chairman of USRHR. Mr. Walsh is Chairman and Managing Director of Wardley, Walsh, Wellesley and Company, Ltd., an international investment banking firm. Since 1983, Mr. Walsh also operates Walsh Holding Company, a diversified real estate development, construction and financing organization. Prior to this time, Mr. Walsh's experience in the investment banking industry extends over a twenty year period. After serving an apprenticeship with a subsidiary of the Continental Illinois Bank of Chicago, Mr. Walsh became Vice President and later Executive Vice President of Hospital Mortgage Corporation, a publicly held corporation specializing in health care finance. In 1975, Mr. Walsh became President of Great Northern Financial, which arranged and funded government credit enhanced financing for major projects including GNMA backed securities and tax-exempt bond issues. Mr. Walsh is a retired Commissioned Officer in the United States Naval Reserve. He received a Ph.B. degree from Northwestern University.
About U.S. Rental Housing REIT
U.S. Rental Housing REIT is focused on acquiring real estate projects, typically between $50-150 million that are currently unable to obtain financing. USRHR will then develop these projects as rental properties financed under the HUD and GNMA insurance and guarantee programs, in joint ventures with Developers. USRHR intends to minimize operational expenses over the next two years, distribute 90% of income to shareholders and apply for status as a Real Estate Investment Trust under section 856 of the Internal Revenue Code.
About InPlay Technologies
InPlay Technologies is a developer of innovative human interface devices for computing and communication products. Our mission is to help make complex products easy and intuitive to use by providing a natural method of interaction. InPlay's integrated digital pen and touch technologies automatically recognize pen or finger input, allowing the user to choose the most effective input method. With the only digital-communication based pen input system, our products offer significant advantages over traditional analog designs. Like the evolution of cell phones from analog to digital, our roadmap enables an increasing number of useful features and functionality for computers, Smart phones and other electronic products. Visit www.inplaytechnologies.com for more information.
This news release contains certain "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, as amended. These forward-looking statements include statements regarding our estimation of the benefits of this transaction, and the potential upside for the real estate market. Risks and uncertainties that could cause results to differ materially from those projected include inability to negotiate and close a formal merger agreement, lack of sufficient stockholder approval for the transaction, unforeseen complications related to legal or regulatory issues and other uncertainties described from time to time in our documents filed with the Securities and Exchange Commission, including our Annual Report on Form 10-KSB for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on March 24, 2008. These forward-looking statements represent our beliefs as of the date of this press release and we disclaim any intent or obligation to update these forward-looking statements.
Source: InPlay Technologies, Inc.
----------------------------------------------
InPlay Technologies
Inc.
Heather Beshears
Vice President
Corporate Communications
480-586-3357
Heather@InPlayTechnologies.com
DFLY
16年前
Hello merger news out fyi..InPlay Technologies Enters into Letter of Intent for Merger with U.S. Rental Housing REIT, Inc.
Mar 11, 2009 12:09:00 PM
Copyright Business Wire 2009
SCOTTSDALE, Ariz.--(BUSINESS WIRE)-- InPlay Technologies, Inc. (NASDAQ:NPLA) announced today that it has entered into a binding letter of intent to merge with U.S. Rental Housing REIT, Inc. (USRHR). The transaction is subject to final negotiation and execution of a definitive merger agreement, and InPlay stockholder approval within 120 days.
InPlay's Board of Directors has unanimously approved and recommended that the following transactions, among others, be put forth for stockholder approval:
-- Change the company name from "InPlay Technologies, Inc." to "U.S. Rental
Housing REIT, Inc";
-- Increase the authorized shares from 40 million to 200 million shares;
-- Issue 50 million shares of restricted stock for all of the outstanding
shares of USRHR; and
-- Sell at closing all current InPlay assets to a third party in exchange
for the assumption by the buyer of the liabilities of InPlay plus other
consideration.
Upon execution of the letter of intent, USRHR was required to pay to InPlay the sum of $175,000 to be used for working capital and transaction expenses. In return, InPlay was required to issue to USRHR a convertible note, subject to conversion at the option of the holder into one million shares of common stock.
U.S. Rental Housing Real Estate Investment Trust is a development-stage real estate investment trust which will focus its initial efforts on rental housing in major U.S. markets.
Van Potter, President and CEO, InPlay, stated, "The ongoing financial crisis has made raising capital exceedingly difficult. We have pursued a number of options, but to date we have been unsuccessful in our efforts to secure the additional funding required for our current business to succeed and prosper. With USRHR's strategy in the real estate market, this merger will provide an opportunity for InPlay shareholders to rebuild shareholder value now and into the future. Given the current environment, our Board feels that this transaction is in the best interests of our shareholders."
"Using USRHR's capital position, combined with InPlay's public reporting transparency, we believe we can acquire exceptionally well-positioned and well-conceived multi family rental properties. In addition, we plan to acquire real estate backed mortgages from various financial institutions, or out of judicial foreclosures and bankruptcies at steeply discounted prices," said David Walsh, incoming Chairman, USRHR.
"According to the Urban Land Institute, all economic indicators forecast the highest demand for rental housing in the history of the U.S. over the next five years. With this demand and the need for the housing market to lead the U.S. economy out of the recession, we believe now is the time to acquire and invest in the multi family rental properties," Walsh continued.
Upon close of the merger, USRHR will accept the resignation of all current InPlay officers and directors. All outstanding severance agreements and stock options will be cancelled. In consideration, USRHR will provide a pool of 2.2 million restricted shares for directors and executives.
David Walsh will be Chairman of USRHR. Mr. Walsh is Chairman and Managing Director of Wardley, Walsh, Wellesley and Company, Ltd., an international investment banking firm. Since 1983, Mr. Walsh also operates Walsh Holding Company, a diversified real estate development, construction and financing organization. Prior to this time, Mr. Walsh's experience in the investment banking industry extends over a twenty year period. After serving an apprenticeship with a subsidiary of the Continental Illinois Bank of Chicago, Mr. Walsh became Vice President and later Executive Vice President of Hospital Mortgage Corporation, a publicly held corporation specializing in health care finance. In 1975, Mr. Walsh became President of Great Northern Financial, which arranged and funded government credit enhanced financing for major projects including GNMA backed securities and tax-exempt bond issues. Mr. Walsh is a retired Commissioned Officer in the United States Naval Reserve. He received a Ph.B. degree from Northwestern University.
About U.S. Rental Housing REIT
U.S. Rental Housing REIT is focused on acquiring real estate projects, typically between $50-150 million that are currently unable to obtain financing. USRHR will then develop these projects as rental properties financed under the HUD and GNMA insurance and guarantee programs, in joint ventures with Developers. USRHR intends to minimize operational expenses over the next two years, distribute 90% of income to shareholders and apply for status as a Real Estate Investment Trust under section 856 of the Internal Revenue Code.
About InPlay Technologies
InPlay Technologies is a developer of innovative human interface devices for computing and communication products. Our mission is to help make complex products easy and intuitive to use by providing a natural method of interaction. InPlay's integrated digital pen and touch technologies automatically recognize pen or finger input, allowing the user to choose the most effective input method. With the only digital-communication based pen input system, our products offer significant advantages over traditional analog designs. Like the evolution of cell phones from analog to digital, our roadmap enables an increasing number of useful features and functionality for computers, Smart phones and other electronic products. Visit www.inplaytechnologies.com for more information.
This news release contains certain "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, as amended. These forward-looking statements include statements regarding our estimation of the benefits of this transaction, and the potential upside for the real estate market. Risks and uncertainties that could cause results to differ materially from those projected include inability to negotiate and close a formal merger agreement, lack of sufficient stockholder approval for the transaction, unforeseen complications related to legal or regulatory issues and other uncertainties described from time to time in our documents filed with the Securities and Exchange Commission, including our Annual Report on Form 10-KSB for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on March 24, 2008. These forward-looking statements represent our beliefs as of the date of this press release and we disclaim any intent or obligation to update these forward-looking statements.
Source: InPlay Technologies, Inc.
----------------------------------------------
InPlay Technologies
Inc.
Heather Beshears
Vice President
Corporate Communications
480-586-3357
Heather@InPlayTechnologies.com
Bull Trader
18年前
Press Release Source: InPlay Technologies
InPlay Technologies Establishes Presence in Japan
Wednesday July 11, 9:15 am ET
PHOENIX--(BUSINESS WIRE)--InPlay Technologies (NASDAQ: NPLA - News) today announced that it has partnered with Japan Entry Corporation to expand business development efforts and provide local support for OEMs and strategic partners in Japan.
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"Japan is home to several dozen of our potential customers and partners," commented Steve Hanson, Chairman and CEO, InPlay. "Japan Entry Corporation provides a proven local presence to market, sell, and support these relationships, and determine key market opportunities for InPlay's state-of-the-art pen-input digitizer technologies for PCs, smartphones, and other mobile computing devices."
"InPlay's pen and digitizer technology provides OEMs with new possibilities for digital pen input. We are excited about the opportunity to help advance adoption through our contacts and relationships in Japan," said Jack Plimpton, President of Japan Entry Corporation.
InPlay is targeting computer OEMs to incorporate its patented MagicPoint® technology for tablet PCs and convertible notebooks as well as partnerships with providers of complementary components such as LCDs and touchscreens.
MagicPoint is the only active RF pen input solution with digital stream communication available today. The analog technology used on most systems uses an analog communication method with limited potential for feature enhancements. InPlay's digital technology offers OEMs an almost limitless roadmap for development of features and functions for their product designs. InPlay recently introduced its initial advancement using digital stream communication with its InPEN, the first intelligent pen for integration with tablet PCs.
About Japan Entry
Japan Entry helps Western high-tech companies establish or expand sales channels in Japan and recruit key personnel to accelerate revenue growth. Since 1989, Japan Entry has assisted over 175 companies, including Esmertec, Wind River, and Zi Corporation to make Japan a top revenue-producing market for their products. Japan Entry provides access to decision-makers, sales expertise to gain revenue traction quickly, strategic analysis of business opportunities, and time-tested cross-cultural guidance to facilitate productive relationships. Visit www.japanentry.com for more information.
About InPlay Technologies
InPlay Technologies develops, markets and licenses proprietary emerging technologies. Working with its licensees and OEM customers, InPlay offers technology solutions that enable innovative designs and improved functionality for electronic products. The company's MagicPoint® technology is the only digital-based pen-input solution for the rapidly growing tablet PC and mobile computing markets. Its Duraswitch® brand of electronic switch technologies couples the friendly tactile feedback of mechanical pushbuttons and rotary dials with the highly reliable, thin profile of membrane switches, making it ideal in a wide range of commercial and industrial applications. InPlay is focused on further commercializing these technologies and seeking additional innovative technologies to enhance its portfolio. Visit www.inplaytechnologies.com for more information.
This news release contains certain "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, as amended. These forward-looking statements include statements regarding our ability to leverage this partnership to provide local support, determine key opportunities and advance adoption of our technology. Risks and uncertainties that could cause results to differ materially from those projected include lack of market acceptance of our technologies and other uncertainties described from time to time in our documents filed with the Securities and Exchange Commission, including our Annual Report on Form 10-KSB for the year ended December 31, 2006, as filed with the Securities and Exchange Commission on April 2, 2007. These forward-looking statements represent our beliefs as of the date of this press release and we disclaim any intent or obligation to update these forward-looking statements.
Contact:
InPlay Technologies, Inc., Phoenix
Heather Beshears, 480-586-3357
Heather@InPlayTechnologies.com
--------------------------------------------------------------------------------
Source: InPlay Technologies
Bull Trader
18年前
NEWS OUT TODAY AS WELL: Press Release Source: InPlay Technologies
InPlay Technologies Enters into Strategic Partnership with Tier One EMS Provider for Production of MagicPoint Technology
Monday July 9, 9:10 am ET
PHOENIX--(BUSINESS WIRE)--InPlay Technologies (NASDAQ: NPLA - News) today announced that it has entered into a strategic partnership and manufacturing services agreement with a tier 1 electronics manufacturing services (EMS) provider who will become a preferred manufacturing partner for InPlay's patented MagicPoint® digital computing pen technology.
ADVERTISEMENT
"This relationship brings us credibility in the marketplace and high volume, quality production capability for our MagicPoint pen/digitizer technology," said Steve Hanson, InPlay Technologies Chairman and CEO. "Our target customers are the major computer OEMs. With a well respected contract manufacturer in place, and a state-of-the-art design, our technology's advantages offer a viable solution for major tablet PC and convertible notebook programs."
"Our unique digital solution, with intelligence in the pen, can be a driver for the mobile computing market by offering OEM product differentiation and future innovation. This partnership provides a unique advantage for the EMS provider to expand in the computing markets, leveraging on the key OEMs," Hanson continued.
Production of InPlay's MagicPoint technology through this tier 1 EMS will take place in southern China.
InPlay's MagicPoint technology is the only pen input solution with digital stream communication available today. The analog technology used on most systems today uses an analog communication method with limited expansion capability.
The MagicPoint system consists of a digitizer behind the LCD and digital writing pen. InPlay is advancing pen computing technology, using a cordless, active RF digital pen versus the analog pen used with most pen computing systems in the tablet PC market today. With digital signaling technology, the MagicPoint system enables nearly limitless future feature enhancements as the market for pen-input capability expands.
"Our goal is to enable active RF pen-input as a standard user interface across all mobile PC devices from tablet PCs to ultra-mobile PCs," Hanson concluded. "Solidifying this relationship with a tier 1 manufacturing partner is a significant step toward achieving high-volume design wins."
Market research firm IDC sees worldwide tablet PC sales growing from 1.2 million units in 2006 to over 5.6 million by 2010. The ultra-mobile PC product, introduced in 2006, could grow to 7.8 million units by 2011 according to In-Stat.
About InPlay Technologies
InPlay Technologies develops, markets and licenses proprietary emerging technologies. Working with its licensees and OEM customers, InPlay offers technology solutions that enable innovative designs and improved functionality for electronic products. The company's MagicPoint® technology is the only digital-based pen-input solution for the rapidly growing tablet PC and mobile computing markets. Its Duraswitch® brand of electronic switch technologies couples the friendly tactile feedback of mechanical pushbuttons and rotary dials with the highly reliable, thin profile of membrane switches, making it ideal in a wide range of commercial and industrial applications. InPlay is focused on further commercializing these technologies and seeking additional innovative technologies to enhance its portfolio. Visit www.inplaytechnologies.com for more information.
This news release contains certain "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, as amended. These forward-looking statements include statements regarding our estimation of the benefits of this manufacturing partnership, including the potential for new OEM customers, the advantages of our technology over competing technologies and our ability to help drive future growth in the market for our technology and our partners. Risks and uncertainties that could cause results to differ materially from those projected include lack of commercial acceptance of our technologies, general changes in demand in the computer market, changes or delays in orders from OEM customers, technology developments from other suppliers and other uncertainties described from time to time in our documents filed with the Securities and Exchange Commission, including our Annual Report on Form 10-KSB for the year ended December 31, 2006 as filed with the Securities and Exchange Commission on April 2, 2007. These forward-looking statements represent our beliefs as of the date of this press release and we disclaim any intent or obligation to update these forward-looking statements.
Contact:
InPlay Technologies, Inc., Phoenix
Heather Beshears, 480-586-3357
Heather@InPlayTechnologies.com
--------------------------------------------------------------------------------
Source: InPlay Technologies
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