Kavalmedia Services Ltd. (TSXV – KAV) is pleased to announce that it has entered into a letter of intent with EmerGeo Solutions, Inc. and its shareholders.
Vancouver, B.C., January 30, 2008 – Kavalmedia Services Ltd. (TSXV – KAV) (“Kavalmedia” or “the Company”) is pleased to announce that it has entered into a letter of intent (“LOI”) dated January 30, 2008 with EmerGeo Solutions, Inc. (“EmerGeo”) and its shareholders. Under the terms of the LOI, Kavalmedia will make an offer to purchase all of the issued and outstanding shares of EmerGeo in exchange for the issuance of 6,000,000 common shares of Kavalmedia at a deemed value of $0.56 per share for aggregate deemed consideration of $3.36 million. The Kavalmedia common shares received by the principal shareholders of EmerGeo will be subject to a Value Security Escrow Agreement and will be released from escrow over a period of three years, based on a Comprehensive Valuation Report dated January 29, 2008 issued by Evans & Evans, Inc. providing a valuation of EmerGeo in the range of $2.6 million to $2.8 million.
In addition, concurrently with the completion of the acquisition of EmerGeo, Kavalmedia will issue 600,000 incentive stock options to employees and consultants of EmerGeo, exercisable at a price of $0.56 for a period of five years from the date of the grant. Any shares issued under the option grant will be subject to a four-month hold period from the date of granting, pursuant to the policies of the TSX Venture Exchange.
The proposed transaction is subject to the execution of a definitive share exchange agreement, due diligence and regulatory approval. The shareholders of EmerGeo are at arm’s length to the Company. There are finder’s fees payable in connection with the proposed transaction.
Incorporated on July 2, 2002, EmerGeo is a privately held British Columbia corporation with 200,000 common shares outstanding held by four shareholders. EmerGeo develops, integrates, resells and supports emergency management software solutions and services. Historically, governments and industry have relied on manual (paper-based) tracking systems and voice communications to coordinate and support emergency response activities and resources. EmerGeo’s mapping software is an OpenGIS (Geographic Information System)-based system designed to streamline information flows among first responders in the field and decision makers in emergency operation centres (“EOC’s”), while also providing a strong interoperability tool between diverse GIS and Enterprise software environments facilitating local, state and federal coordination. EmerGeo’s software provides an optional interface to Augusta, Georgia based ESi Acquisition, Inc.’s WebEOC crisis management software, giving users an ability to visualize their incident, resources and other data on electronic maps.
EmerGeo generates revenues by providing OpenGIS based mapping solutions that are helping government and industry to mitigate against, prepare for, respond to and recover from potential or actual incidents, natural disasters, acts of terrorism, or other major events. The company has government and industry clients across North America, Australia, the Caribbean and the United Arab Emirates supported through direct and reseller sales channels. EmerGeo has recently hired experienced emergency management, environmental health & safety and security consultants to offer integrated risk management solutions to clients on a global basis.
For the fiscal year ended March 31, 2007, EmerGeo posted revenues of $290,159 and net loss of $61,309. For the nine month period ended December 31, 2007, EmerGeo posted revenues of $736,937 and net profit of $170,032.
The principal shareholders of EmerGeo are Michael Morrow, Chief Executive Officer and Tim Webb , President and Chief Technology Officer.
Michael Morrow has over 18 years experience in the design and implementation of emergency management and major event security planning software applications in government and industry. He has managed more than 40 major systems development and implementation projects, including security planning and response software for the 2002 G8 Summit meeting in Kananaskis, Alberta, design and implementation of systems used in B.C.’s primary emergency centre, the B.C. Office of the Fire Commissioner, Western Australia’s Fire and Emergency Services organization and the Abu Dhabi National Oil Company’s crisis management information system.
Tim Webb has been involved in the design and development of decision support software for more than 25 years. He is a software development and emergency preparedness professional with a broad range of experience in designing, developing and deploying advanced software tools for emergency managers, natural resource managers and environmental planners. This includes design, development and implementation of database systems, simulation models, statistical estimation tools, expert systems, GIS-based software, and data exploration tools for clients around the world.
Upon completion of the proposed transaction, the board of directors of the Company will be comprised of Mr. Morrow, Mr. Webb, Mr. Al Larmour and Mr. Lance Tracey.
On behalf of the Board of Directors
KAVALMEDIA SERVICES LTD.
For more information contact the Company at:
Telephone: (604) 669-9788 (604) 669-9788
Facsimile: (604) 669-9768
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or the accuracy of this release. We seek Safe Harbor.
EmerGeo Solutions, Inc. provides consulting services and fully integrated situation awareness technology solutions to help manage risk in Emergency Management, Environment Health & Safety, Security and Business Resilience for government and industry. Our EmerGeo software application provides all decision-makers with timely access to critical information and the decision-support tools needed before, during and after emergencies and major events.
EmerGeo’s unique managed Common Operating Picture (mCOP™) technology allows information stored in siloed systems to be shared securely and in a controlled way among work groups so that all decision-makers are working from the most up-to-date, accurate and validated information available. Our hosted Learning Management System (eLearning) ensures customers can implement our technology and best practices in a cost-effective manner.