DGAP-Adhoc: FortuneCity.com Inc. - Issue of Equity
FortuneCity.com Inc. / Issue of Equity
Ad-hoc-Announcement according to § 15 WpHG transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement.
New York, USA, May 23, 2006: FortuneCity.com Inc. ("FortuneCity" announced today that it had entered into a strategic investment agreement with a group of new investors raising $605,000 and adding strategic management and transactional skills to the Company.
The new investors are lead by James Pearson, President and Chief Executive Officer of US Cable Corporation, and Peter Hopper and Joseph Duggan, Founders of DH Capital LLC, a New York based investment banking boutique. As part of the agreement, Mr. Pearson and Mr. Hopper will become members of the FortuneCity.com Inc. Board of Directors, replacing Dan Metcalfe and Alex Mashinsky. Jay Metcalfe will remain as Chairman of the Board and Peter Macnee will remain as President and Chief Executive Officer.
The Board of Directors of FortuneCity have for some time been reviewing the Company\'s strategic options and concluded that in order for the Company to develop further it required both additional financial and managerial resources, and if possible, new areas for business development. The Board concluded that a number of businesses in which the Company was historically involved did not have sufficient scale or fast enough organic growth to build significant value for the Company. Consequently, during the past 12 months the Company elected to sell its paid web hosting business and its German based online media sales business.
FortuneCity\'s objective in entering this agreement is to provide the Company with additional liquidity, but more importantly, to open the possibility for the Company to acquire new businesses that will build value for the Company\'s shareholders. The transaction was structured to provide a significant incentive for the investor group to work on the Company\'s behalf in identifying and acquiring new businesses.
As part of this agreement, the new investors have agreed to immediately acquire 4,036,636 million shares in the Company at a price of US $0.15 cents for a total consideration of $605,495. As an incentive for the new investors to develop the value of the Company further, FortuneCity has granted the new investors warrants on 9,777,778 shares in FortuneCity at US $0.15 cents exercisable within the next ten years, subject to the new investors actively working, identifying and successfully negotiating an acquisition acceptable to the Board of Directors. Should such activity measurements not be met within the first 18 months following this agreement then the Company and the new investors can both end the relationship by way of a series of Put and Call Agreements. The Board of Directors has also approved sale of 504,580 shares and 1,222,222 warrants on similar terms to a company organized by Alex Mashinsky. It is expected The Company expects that this transaction will close within 45 days.
Mr. Pearson joined US Cable in 1982 as Chief Financial Officer and became President and Chief Executive Officer in 1986. US Cable, in partnership with Comcast, ranks as the 22nd largest MSO in the United States. Mr. Pearson is also Chairman of SmartCity Holdings, a leading provider of voice and data services to Walt Disney World and to many of the largest US convention centers. Previously, Mr. Pearson had an extensive banking career as Second Vice President for the Continental Illinois Bank and Trust Company as a lender to the media and communications industry.
Peter Hopper is a founding partner of DH Capital, LLC a New York investment banking boutique that specializes in arranging financing, structuring transactions and providing mergers and acquisition advice to small and mid-market companies in the telecommunications, media and internet related industries. Prior to founding DH Capital, Peter Hopper was CEO of DURO Communications, one of the largest privately held ISP/CLECs in the US. During his leadership at DURO, the company completed 50 acquisitions, raised over $200 million in equity and debt financing and grew the company to nearly $70 million in revenues. Previous to DURO, Peter managed New Business Development for Helicon Cable Communications where he completed multiple acquisitions of ISPs that were integrated into Helicon. Helicon was sold to Charter Communications in 1999. Peter serves as a partner of a BPI, LLC a $36 million private equity partnership.
Joseph Duggan is a founding partner of DH Capital, LLC. Prior to founding DH Capital with Peter Hopper, Joe was a partner with Waller Capital Corporation, where he completed several billion dollars of M&A and capital placement work in the telecom sector. Previously, Joe was a senior banker in the Media and Telecommunications groups of Credit Lyonnais, Toronto Dominion and National Westminster Banks. He currently serves as a member and General Partner in Waller-Sutton Media Partners, a $100 million private venture fund.
The new investors, Jay Metcalfe, Peter Macnee and Dan Metcalfe have entered into a stock lock up agreement, whereby they agree not to buy or sell any FortuneCity shares for seven years. In addition, Jay Metcalfe has agreed to not exercise the warrants issued in connection with the investment made in 2003. Following the transaction the new investors own approximately 7% of the current shares outstanding and will own on a fully diluted basis approximately 20% of the Company if they exercise all their warrants.
Peter Macnee commented, "I believe that the new investors can add significant value to FortuneCity and I\'m confident that their participation in the Company will allow it to capitalize on its current activities and to develop new opportunities that have been unavailable due to our limited resources. Jim, Peter and Joe are committed to enhancing the value of the Company. I would like to thank, on behalf of the shareholders, Dan Metcalfe and Alex Mashinsky for their service as Directors of the Company. Particular thanks should be offered to Dan Metcalfe, who co-founded the business in 1996, for his dedication and efforts over the years. We will continue to draw on his vast expertise and knowledge of the Internet market in the future."
Contact: Contact: Peter Macnee President & CEO email@example.com +1-212-981-8624
Language: English Issuer: FortuneCity.com Inc.
322 8th Avenue, 11th Floor
New York, NY 10001 Vereinigte Staaten von Amerika Phone: +1 212 981-8600 Fax: +1 212 981-8125 email: firstname.lastname@example.org WWW: www.fortunecity.com
ISIN: US34969P1021 WKN: 919383 indices: Listed: Geregelter Markt in Frankfurt (General Standard); Freiverkehr
in Hannover, Düsseldorf, Stuttgart
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