July 7, 2000 - ZTEST ACQUIRES INTEREST IN INTERNET COMMERCE SOLUTIONS INC.
ZTEST Electronics Inc., ZTST - CDN, ("ZTEST") wishes to announce that it has entered into an agreement to acquire between 709,459 and 777,393 common shares of Internet Commerce Solutions Inc. ("ICSI") in consideration for the issuance of units of ZTEST on the basis of 1.15 units of ZTEST for each common share of ICSI acquired. Each unit will consist of one (1) common share and one-half (1/2) of a share purchase warrant with each full warrant entitling the holder to acquire one additional common share of ZTEST at a price of $2.40 per share until September 30, 2001. The closing of the acquisition is subject to the fulfilment of a number of conditions including the completion of a due diligence review of ICSI by ZTEST’s lawyers and auditors. Upon the closing of the acquisition, ZTEST will own between 49.86% and 52.14% of the outstanding capital of ICSI.
In addition, ZTEST will have the ability to increase its ownership stake to a minimum of 57.86% and a maximum of 60.14% by way of options to acquire an additional 8.00% of ICSI shares for $430,500 in cash, payable in four tranches between the closing date and May 15, 2001.
Internet Commerce Solutions Inc., based in Cambridge, Ontario, provides e.Security products and solutions allowing clients to connect to their remote offices, and communicate with vendors and customers securely via the Internet. ICSI, in conjunction with companies such as Network Associates, CheckPoint, Sun Microsystems, Dell Computer, Internet Security Systems (ISS), RSA Security, Compaq, WebSense, IBM and Webtrends, establish and maintain virtual private networks (VPN), firewalls, security audits, authentication and authorization, intrusion detection and content security.
Jean-Maurice Martin, the President and CEO of ICSI has stated that "ICSI has had a tremendous year to date and our forecast for growth looks extremely promising. I anticipate creating additional facilities and resources in the upcoming year in order to service our existing customer base and the ever increasing number of opportunities coming our way."
T3P Inc., a wholly owned subsidiary of ICSI, offers a complete host of security services that provide outsource solutions to clients under long term contracts. Rather than relying on the need to equip and staff their own information technology departments, subscribing customers have their entire network security architecture managed by the technology experts at T3P Inc. Mr. Martin further states that "With rapidly changing technologies available to hackers today, virtually all large businesses are becoming increasingly concerned about the costs and management resources required for the ongoing integrity and security of their networks. T3P Inc. provides an extremely secure and cost-efficient answer to this problem through our network operating center (NOC)".
For more information about Internet Commerce Solutions Inc., please visit their website www.internetcsi.net, or contact Mr. Jean-Maurice Martin at 519-220-0212 Ext. 22.
" We feel that this purchase is a very exciting investment because of the synergies and value that it will add to our group of companies" says Mr. Ted Drzazga, President and CEO of ZTEST Electronics Inc.
ZTEST offers Strategic Partner services in electronic design, development and manufacturing capabilities to emerging high tech companies in return for long-term manufacturing contracts, fees for services and equity positions.
For further information about ZTEST Electronics Inc., please contact Mr. James E. Lalonde, Manager, Corporate Development, at (905) 569-3344 or visit our website at http://www.ztest.com.
The current outstanding capital of ZTEST is 19,218,831 common shares.
This news release may include statements that constitute forward-looking statements. Please be cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of any number of factors, including risk factors contained in the Company’s disclosure documents.