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NEWS+NEWS+NEWS+NEWS+NEWS+NEWS+NEWS+NEWS+NEWS+NEWS+ ___________________________________________________ Tuesday January 23, 6:06 pm Eastern Time Press Release SOURCE: travelbyus.com, ltd. travelbyus.com ltd. and Aviation Group, Inc. Announce Intended Completion Date for Business Combination; Achievement of Minimum Nasdaq Listing Requirements to Be Determined WHITE ROCK, British Columbia and DALLAS, Jan. 23 /PRNewswire/ -- travelbyus.com ltd. (Toronto: TBU; Frankfurt Stock Exchange: TVB) and Aviation Group, Inc. (Nasdaq: AVGP - news; BSE: AVG - news) today announced that the business combination between them is expected to be consummated on Wednesday, January 24, 2001, effective as of 5:00 p.m. Dallas, Texas time. The shareholders of both companies approved the arrangement at special meetings on December 20, 2000. The final order of the Ontario Court approving the arrangement was issued following a hearing on December 27, 2000. The companies have delayed closing while awaiting final exemption orders from Canadian securities authorities. These orders have now been obtained. Bill Kerby, CEO of travelbyus.com ltd. stated: ``We are pleased to bring this transaction to completion. We can now focus our energies on continued development of our business model. The opportunities for travelbyus.com and its strategic partners and travel agency partners remain and can be reached.`` THE BUSINESS COMBINATION WILL RESULT IN TWO PUBLICLY TRADED COMPANIES -- AVIATION GROUP, INC. AND TRAVELBYUS.COM LTD. AVIATION GROUP, INC. WILL CHANGE ITS NAME TO TRAVELBYUS, INC. AND WILL EFFECT A ONE-FOR-FIVE CONSOLIDATION OF ITS COMMON STOCK. IT IS EXPECTED THAT THE COMMON STOCK OF TRAVELBYUS, INC. (ON A CONSOLIDATED BASIS) WILL BE LISTED FOR TRADING ON THE NASDAQ SMALLCAP MARKET AT THE OPENING OF TRADING ON JANUARY 25, 2001 UNDER THE SYMBOL ``TRIP``. THE COMMON SHARES OF TRAVELBYUS.COM LTD. ARE CURRENTLY LISTED ON THE TORONTO STOCK EXCHANGE AND IT IS EXPECTED THAT THEY WILL CONTINUE TO TRADE UNTIL THE CLOSE OF TRADING ON OR ABOUT JANUARY 29, 2001. THE COMMON SHARES OF TRAVELBYUS.COM LTD ARE NOT EQUIVALENT TO NOR ARE THEY DIRECTLY INTERCHANGEABLE WITH THE SHARES OF COMMON STOCK OF TRAVELBYUS, INC. IT IS EXPECTED THAT EXCHANGEABLE SHARES OF TRAVELBYUS.COM LTD. WILL COMMENCE TRADING ON THE TORONTO STOCK EXCHANGE ON OR ABOUT TUESDAY JANUARY 30, 2001 UNDER THE SYMBOL ``TBU`` IN SUBSTITUTION FOR THE COMMON SHARES WHICH WILL BE DELISTED AT THAT TIME. IT IS EXPECTED THAT LETTERS OF TRANSMITTAL WILL BE MAILED TO SHAREHOLDERS OF TRAVELBYUS.COM LTD. ON OR ABOUT THURSDAY, JANUARY 25, 2001. SHAREHOLDERS ARE REQUESTED TO RETURN THE LETTERS OF TRANSMITTAL PROPERLY COMPLETED TOGETHER WITH CERTIFICATES REPRESENTING COMMON SHARES OF TRAVELBYUS.COM LTD. TO MONTREAL TRUST COMPANY OF CANADA, AT ITS PRINCIPAL TRANSFER OFFICE IN TORONTO, ONTARIO IN ORDER TO RECEIVE CERTIFICATES REPRESENTING THE EXCHANGEABLE SHARES ON A ONE FOR ONE BASIS. THE EXCHANGEABLE SHARES ARE EXCHANGEABLE AT ANY TIME INTO SHARES OF COMMON STOCK OF TRAVELBYUS, INC. (THE NASDAQ LISTED COMPANY) ON THE BASIS OF FIVE EXCHANGEABLE SHARES FOR EACH SHARE OF COMMON STOCK (ON A CONSOLIDATED BASIS). Per Nasdaq listing qualifications (specifically Marketplace Rule 4310(c)(2)(B)), Aviation Group`s ``TRIP`` common stock must trade above the required initial $4.00 bid price for a period following the commencement of trading, or imperil its listing status on the Nasdaq exchange for failure to meet this minimum bid price standard. Management has requested a hearing with Nasdaq regarding this potential event, and is also considering listing its shares on additional American exchanges. Bill Kerby, CEO stated: ``We are hopeful that bid prices for our stock beginning January 25, 2001 will be at levels sufficient to retain our Nasdaq status. In any event, if a problem develops, management will work to secure additional domestic listings to assist in providing shareholders with an orderly market for their shares.`` Aviation Group`s securities will continue, after consummation of the business combination, to be listed for trading on the Boston Stock Exchange under the symbols ``TBY`` and ``TBYW``. travelbyus.com is a clicks and mortar travel company that is integrating carefully selected traditional travel companies into its travelbyus.com website and centralized call center. Through the travelbyus.com Web site, consumers and travel agents have the ability to book travel reservations worldwide. In addition to offering travel options through the Internet, travelbyus.com also offers travel options through 1-800-i-travel call centers and traditional travel agencies. Since April 1999, travelbyus.com has focused on completing strategic acquisitions to build the components of travelbyus.com`s business model, which include product offerings, distribution, marketing and technology. travelbyus.com provides a broad range of travel products, targeted primarily at the leisure customer, including airline tickets, cruise packages and ground packages. Aviation Group provides services and products to airline companies and other aviation firms primarily in the United States. Aviation Group`s businesses consist of painting and paint stripping services for commercial and freight aircraft and the manufacture, sale and repair of aircraft batteries. Aviation Group`s subsidiary, Global Leisure Travel, Inc., is primarily engaged in the wholesale and retail sale of travel packages for both domestic and Pacific Island and Australian destinations. Travel packages created by Global Leisure include airline tickets, hotel accommodations, automobile rentals and other land components. Global Leisure contracts with vendors and primarily markets the packages directly to retail travel agents. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of any securities in any state or Canadian province in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws. Prospective investors are urged to read the joint proxy statement/prospectus and registration statement filed with the Securities and Exchange Commission by Aviation Group in connection with its business combination with travelbyus.com. These documents are available for free at the Securities and Exchange Commission`s EDGAR website at http://www.sec.gov and may be obtained for free from Aviation Group upon request. Except for the historical information contained herein, this press release contains statements that constitute forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that may cause or contribute to such differences include, among other things, the ability to close the proposed transaction disclosed above, dependence on certain vendors, changes in the travel industry, seasonability of business, risk of future losses from operations, regulation and development of the Internet, brand identification of travelbyus.com`s business, declines in travel commission rates, technological changes, the ability to sell all or a portion of Aviation Group`s businesses, environmental regulation and increased competition in the on-line travel services industry. Other risks and uncertainties include changes in business conditions and the economy in general, changes in governmental regulations, and other risk factors identified in public filings by Aviation Group or travelbyus.com under ``Risk Factors.`` Aviation Group and travelbyus.com do not undertake any obligation to update these forward-looking statements for revisions or changes after the date of this press release. SOURCE: travelbyus.com, ltd. |
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| aus der Diskussion: | TBU-Nasdaq-Resplitt ??? |
| Autor (Datum des Eintrages): | mis (24.01.01 00:55:39) |
| Beitrag: | 53 von 484 (ID:2758333) |
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