Hye Mar Holdings Signs Letter of Intent to Acquire Stake in Speedus Corp.
Letter Also Provides Hye Mar with Exclusive Middle East and North Africa Product Distribution Rights for Speedus Subsidiaries Zargis Medical and Density Dynamics
July 21, 2010 - Freehold, NJ
Speedus Corp. ("Speedus") (Nasdaq:SPDE) today announced that it has entered into a Letter of Intent ("the Agreement") with Dubai-based Hye Mar Holdings Ltd. ("HMH") for an equity investment into Speedus of $4.0 million. Under the terms set forth in the Agreement, HMH has the right to purchase non-voting Series A Convertible Preferred Stock, which is convertible into approximately 1.84 million newly-issued common shares in Speedus with a fixed, non-adjustable conversion price of $2.17 per share (subject to an ownership limit such that HMH may not hold more than 9.9% of the Company's total shares outstanding at any point in time). The Agreement also provides for HMH to obtain exclusive distribution rights in the Middle East and North Africa for certain products manufactured by Speedus subsidiaries Zargis Medical Corp. (Zargis) and Density Dynamics Corp. (Density). No additional warrants for shares will be issued in this transaction and no related investment banking fees will be incurred.
Subject to closing occurring on or before July 27, 2010, the transaction contemplated in the Agreement will allow Speedus to regain compliance with NASDAQ Listing Rule 5550, which requires that the Company maintain at least $2.5 million in stockholders' equity.
When asked to comment on the proposed investment, Shant Hovnanian, Chief Executive Officer of Speedus Corp., stated, "I am very excited to have found an equity investor with demonstrated success in marketing and distributing technology products in the Middle East and North Africa. Not only will this investment allow Speedus to maintain its NASDAQ listing, subject to NASDAQ approval, but the distribution agreement, combined with other developing partnerships, will help our Zargis and Density subsidiaries accelerate global sales."
The Agreement outlines requirements for additional due diligence and closing conditions, including execution of a stock purchase agreement and product distribution agreements, that must be completed by HMH and Speedus before the two companies can close the financing. The parties have targeted a closing date of not later than July 27, 2010.
Notwithstanding the foregoing, there can be no assurance that closing of the financing will occur on or before July 27, 2010, which is the Company's NASDAQ compliance deadline, or that NASDAQ will allow Speedus to retain its NASDAQ listing.
About Zargis Medical Corp.
Zargis is a global medical device company focused on improving health outcomes and cost-effectiveness through diagnostic support software and innovation. Zargis is majority-owned by Speedus Corp. (Nasdaq:SPDE), and both 3M Company and Siemens Corporate Research, a division of Siemens AG (NYSE:SI), hold equity positions. Zargis can be found on the web at www.zargis.com.
About Density Dynamics
Density Dynamics, a majority owned subsidiary of Speedus Corp., is a pioneer in solid-state I/O acceleration technology. Its extreme performance Jet.io™ Accelerator DRAM based Solid State Drives and computing devices are designed to reduce I/O bottlenecks while also reducing power, cooling, and rack space requirements. Density Dynamics can be found on the web at www.densitydynamics.com.
About Speedus Corp.
Additional information on Speedus Corp. may be obtained at www.speedus.com or by contacting Peter Hodge at 888-773-3669 (ext. 23) or email@example.com.
Statements contained herein that are not historical facts, including but not limited to statements about the Company's product, corporate identity and focus, may be forward-looking statements that are subject to a variety of risks and uncertainties. There are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by the Company, including, but not limited to, the continuing development of the Company's sales, marketing and support efforts. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the intention of the parties to enter into these agreements. The Company cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
Completion of the transaction is subject to a number of conditions. There can be no assurance that the transaction will be completed as proposed or at all.