Minorplanet will acquire 10 million shares of @Track common stock for $10 million and receive an additional 140 million shares of @Track common stock in exchange for an exclusive ninety-nine year license to market, distribute and operate Minorplanet's VMI technologies in North America.
In addition, both companies and the majority senior note holder have signed a separate letter of understanding for the proposed purchase for shares of all of the 13 3/4% senior notes due 2005 held by the majority senior note holder. The majority senior note holder owns over 70% percent of the company's outstanding senior notes.
Each $1,000 senior note would be exchanged for 794.87 shares of @Track common stock, subject to adjustment, and the senior note holder would receive cash payment for interest accrued through December 15 of $34.38 per senior note, totaling $3.244 million.
Under the terms of the agreement, the company would offer to purchase the remaining outstanding senior note held by all other senior note holders under the same terms.
Michael Abrahams, chairman of Minorplanet, said the alliance gives his company an excellent opportunity to enter the U.S. market and take advantage of @Track's relationships with U.S. wireless-service providers.
