HILLSIDE, Ill.--(BUSINESS WIRE)--April 4,
2003--CGI Holding Corporation (OTCBB:CGIH.OB-news; the
"Company") today announced that the Company has entered
into an Agreement and Plan of Merger to acquire The
Voice and Data Group, Inc. ("V&DG"), Chicago, Illinois.
This is the first acquisition announced by the Company
since Gerard M. Jacobs and T. Benjamin Jennings took
control of the Company. The acquisition reflects the
Company's strategic focus upon technology-advantaged
service businesses.
Incorporated in 1998, V&DG sells voice and data
services to small and mid-sized businesses as an agent
of AT&T. Arlene Kalafut and Sal Lo, the co-founders
of V&DG, will continue to manage V&DG following
the merger.
In the merger, the stockholders of V&DG will
receive from the Company an aggregate of $200,000
in cash plus 4 million shares of the Company's Common
Stock. The stockholders of V&DG may also earn
up to $5 million worth of additional shares of the
Company's Common Stock depending upon the level of
V&DG's pre-tax income during the fourth year following
the merger. Immediately following the merger, the
Company will contribute $750,000 to V&DG, which
will be used by V&DG to repay debt and as working
capital.
The closing of the merger is subject to the satisfaction
of a number of conditions, including but not limited
to the completion of V&DG's audits, and the Company
raising at least $1.2 million in equity and/or debt
capital.
Gerard M. Jacobs, the Company's CEO stated, "Voice
and Data Group is an outstanding profitable company
with an enthusiastic and talented management team
led by industry veterans Arlene Kalafut and Sal Lo.
Voice and Data Group brings a unique direct marketing
approach to voice, data and internet 0services, and
will also cross-sell the search engine marketing services
of our WebSourced subsidiary. This merger with Voice
and Data Group is expected to be significantly accretive
on both a revenue and net income basis to the Company."
Arlene Kalafut, the President and CEO of V&DG,
stated, "With CGI, we have chosen the best partner
to broaden our technology distribution channel. Our
merger with CGI will not only enhance our market leadership
in voice, data and internet services in the Midwest;
but, will move us forward to scale our operations
nationally."
Dave Kauppi of the Hoganson Venture Group, Hinsdale,
Illinois, initiated this transaction and represented
V&DG in negotiations.
CGI Holding Corporation, based in Hillside, Illinois,
currently has one subsidiary, Websourced, Inc., Morrisville,
North Carolina, a leader in search engine marketing
(see http://www.keywordranking.com/).
Statements made in this press release that express
the Company's or management's intentions, plans, beliefs,
expectations or predictions of future events, are
forward-looking statements. The words "believe", "expect",
"intend", "estimate", "anticipate", "will" and similar
expressions are intended to further identify such
forward-looking statements, although not all forward-looking
statements contain these identifying words. Those
statements are based on many assumptions and are subject
to many known and unknown risks, uncertainties and
other factors that could cause the Company's actual
activities, results or performance to differ materially
from those anticipated or projected in such forward-looking
statements.
Other factors that could cause the Company's actual
activities, results or performance to differ materially
include risks and uncertainties relating to: historical
losses; balance sheet weaknesses; payment obligations;
capital needs; acquisitions financing, terms and conditions;
integration of acquired businesses; managing growth;
availability of skilled labor and key personnel; weak
general economic and business conditions; competition;
lack of brand awareness; client expectations; dependence
upon the internet as a means for commerce; governmental
regulation or taxation; inability to protect intellectual
property; illiquidity of the Company's stock; insider
control; no dividends; and other factors and risks
discussed in the Company's filings with the Securities
and Exchange Commission. The Company cannot guarantee
future results, levels of activity, performance or
achievements and investors should not place undue
reliance on the Company's forward-looking statements.
The forward-looking statements contained herein represent
the judgment of the Company as of the date of this
press release, and the Company expressly disclaims
any intent, obligation or undertaking to update or
revise such forward-looking statements to reflect
any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances
on which any such statements are based.
Source: Trianglepr.com - Promoting your company to
the press
Contact:
CGI Holding Corporation
Gerard M. Jacobs, 708/547-0424
gjacobs@ceira.com
