Source Energy and Vista.com Announce Merger Agreement
24 Octubre 2005 - 4:51PM
Business Wire
Source Energy Corp., a Utah corporation ("Source Energy") (OTCBB:
SRCX), and Vista.com Inc., a Washington corporation ("Vista"),
today announced the signing of a definitive merger agreement.
Pending approval by the shareholders of Vista, Source Energy will
acquire all of the issued and outstanding shares of Vista in a
stock-for-stock transaction. As approved by the boards of directors
of each company, the merger agreement calls for the exchange of all
outstanding shares of Vista common stock for 15,966,838 shares of
Source Energy common stock, or approximately 97.5% of Source
Energy's post-merger outstanding common stock. Source Energy will
also assume all of Vista's outstanding options, warrants and
convertible promissory notes. Upon completion of the merger, the
combined company will be led by the former executive management
team and board of directors of Vista. The combined company's
business will focus on offering integrated Internet technology
solutions to small businesses. "This merger will accelerate our
strategic growth plans by providing access to public capital
markets for funding corporate expansion and potential acquisition
activity," said John Wall, who will become the chairman and chief
executive officer of the combined company. "Today, we've taken an
important step towards fulfilling our promise of providing small
businesses with the resources they need to efficiently run and grow
their everyday business." The companies expect the merger to close
in November 2005. About Source Energy Source Energy has been in the
business of oil and gas exploration and production. About Vista
Headquartered in Redmond, Wash., Vista offers integrated Internet
technology solutions designed to help small businesses grow their
revenues, reach and serve consumers, and run everyday operations.
Vista integrates its core services and products on a proprietary
Internet technology platform -- a place where small businesses
effectively reach and serve their consumers, efficiently conduct
operations and transactions, and seamlessly access vital
information about their consumers, business and partners. For more
information on Vista, go to www.vista.com. Vista.com is a
registered trademark of Vista.com Inc. This press release does not
constitute an offer of any securities for sale. This press release
contains statements and information about management's view of the
company's future expectations, plans and prospects that constitute
forward-looking statements for purposes of the safe harbor
provisions under the Private Securities Litigation Reform Act of
1995. These statements are subject to risks and uncertainties that
could cause actual results and events to differ materially from
those anticipated, including risks and uncertainties associated
with the possibility that the merger may not close, the realization
of anticipated benefits of the transaction, general economic
conditions, the combined company's inability to sufficiently
anticipate market needs and develop products and product
enhancements that achieve market acceptance, higher than
anticipated expenses the combined company may incur in future
quarters, and the combined company's working capital deficit and
its ability to continue as a going concern.
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