World Sales & Merchandising Inc.
249 Queen's Quay W. - Suite 101
Toronto, Ontario, Canada M5J 2NS
(416) 203-9764
September 8, 2000
VIA TELEFACSIMILE
Urbana, ca, Inc.
750 West Pender Street
Suite 804
Vancouver, BC, Canada V6C 2T8
Attn: David Groves, President
Dear Mr. Groves:
This letter of intent summarizes the principal terms of the
proposed merger of World Sales & Merchandising Inc., an Ontario
corporation ("WSMI"), and Urbana, ca, Inc., a Nevada corporation
("Urbana"). The proposed merger and the structure, terms and
conditions of the transaction are as follows:
Merger. The proposed transaction will be consummated as a
triangular merger or amalgamation (the "Merger") of a wholly-
owned subsidiary of Urbana ("Urbana Canada") with WSMI on terms
whereby the shareholders of WSMI will receive merger
consideration (the "Merger Consideration") consisting of shares
of Urbana common stock or shares of Urbana Canada ("Exchange
Shares") exchangeable, without further consideration, for shares
of Urbana common stock. Each Exchange Share will be exchangeable
at any time, at the option of the holder, for one fully paid and
non-assessable share of Urbana common stock. The Merger
Consideration will aggregate, assuming all the Exchange Shares
are exchanged, 65% of the Urbana common stock after reflecting
the exercise or conversion of all of Urbana's outstanding
options, warrants, convertible or exchangeable securities and all
other rights to acquire Urbana common stock.
In connection with and as part of the Merger, the following
will occur:
A. The holders of WSMI common stock ("the "WSMI Stock") will
receive as the Merger Consideration approximately 46,800,000
shares of Urbana common stock or Exchange Shares for each whole
share of WSMI Stock held. The holders of WSMI Stock will have
the right to receive the Merger Consideration in either shares of
Urbana common stock or Exchange Shares. As a consequence of the
Merger, holders of WSMI Stock, including the shares issuable on
the exercise, exchange or conversion of outstanding options,
warrants, convertible securities or other rights to acquire
Urbana Stock, will have the right to receive an aggregate of
46,800,000 shares of Urbana common stock and Exchange Shares. It
is WSMI's understanding that following the Merger, all
outstanding options, warrants, convertible securities and other
rights to acquire WSMI Stock will, by virtue of the Merger and
the terms of those instruments, represent the right to purchase
Urbana common stock or Exchange Shares adjusted on the basis of
the Merger Consideration set forth above. In any event, the fully
diluted issued and outstanding share capital of WSMI at the time
of the merger shall not exceed 50 million shares.
B. The Board of Directors of the merged corporation shall
consist of 3 members appointed by WSMI, 2 members appointed by
Urbana.ca and 2 independent members appointed by the post merger
Board of Directors. Executive officers of the post merged company
shall be appointed by the Board of Directors. The Board of
Directors of Urbana Canada shall have the same structure but not
necessarily the same members as Urbana with its officers being
elected by its Board of Directors.
C. The shares of Urbana common stock or Exchange Shares to
be received or receivable by WSMI's shareholders in the Merger
will be required under U.S. securities laws to be registered
under the U.S. Securities Act of 1933. Attached as Schedule A is
a list of filings expected to be required to be made by Urbana
and WSMI with various federal, state and provincial securities
commissions and similar bodies in connection with the transaction.
To the extent required or advisable under their respective
applicable corporate, securities and tax laws, the parties agree
to restructure the Merger in such manner as may be required to
accomplish the transaction in the most timely, efficient and
economical manner.
Merger Agreement. On the execution and delivery of this letter
of intent by each of the parties: (a) WSMI will commence
preparation and the parties will in good faith negotiate and
enter into a mutually acceptable definitive merger agreement
("Definitive Agreement") to be executed no later than October 15,
2000; (b) the parties will make reasonable efforts to prepare and
file any required filings under the U.S. Hart-Scott-Rodino
Antitrust Improvements Act (the "HSR Act"); and (c) the parties
will use reasonable efforts to prepare, file and make effective a
registration statement/proxy statement covering the Merger and
attempt to secure the requisite shareholder and regulatory
approvals of the Merger and any other aspects of the transaction
requiring shareholder or regulatory approval. The Definitive
Agreement will contain comprehensive representations, warranties,
covenants and terms as usual and customary in transactions of
this nature. The consummation of the Merger and the parties'
obligations under the Definitive Agreement will be subject to the
usual and customary conditions to a transaction of this nature,
including, but not limited to: (i) consents to the Merger by any
lenders and parties to material agreements and governmental
regulatory agencies whose consent is necessary including, without
implied limitation, compliance with the HSR Act and compliance
with U.S. and Canadian federal, state and provincial securities
laws; (ii) approvals of the Merger and any other aspects of the
transaction requiring shareholder and other approvals by Urbana's
and WSMI's shareholders and applicable regulatory authorities;
(iii) the completion by WSMI and Urbana of due diligence relating
to the Merger, each to their respective satisfaction; (iv) any
consents to the assignment of any material contracts or
agreements which are reasonably determined by WSMI and Urbana to
be necessary, and (v) the delivery by WSMI of a fair market
valuation of BeeTrade.com, Inc. common stock held by WSMI.
Access. Subject to the execution of a mutually acceptable
confidentiality agreement by the parties, which shall survive the
termination of this letter of intent, subsequent to the execution
and acceptance of this letter of intent through the closing of
the Merger, each of WSMI and Urbana will cause their respective
officers, directors, employees, accountants, engineers,
investment bankers, legal counsel and all other representatives
and agents of such party and its subsidiaries (the
"Representatives") to provide full and free access to the books,
contracts, assets, records, businesses and representatives of the
other party as may be requested in connection with their
respective due diligence review and investigation of Urbana and
its subsidiaries by WSMI and of WSMI by Urbana. Each party will
cooperate fully with the other in completing their respective due
diligence undertakings.
Conduct of Business. Until the execution and delivery of the
Agreement, each of Urbana and WSMI will continue to conduct its
respective operations and businesses in the ordinary course of
business and will not engage in or permit any extraordinary
transactions without the prior written consent of the other
party. Each party hereby agrees that transactions outside the
ordinary course requiring the consent of the other party include,
without limitation, the sale of assets other than in the ordinary
course of business, the modification of any material employment
relationship, any material increase in compensation for any
executive officer (other than the exercise of stock options
previously issued pursuant to existing employment arrangements),
any distributions with respect to any capital stock (excluding
issuances pursuant to any exercise of any existing option,
warrant or other derivative security in accordance with its terms
or pursuant to existing obligations, disclosure of which has been
made to the other party) and the termination of or default under
any material agreements or contracts.
Exclusive Dealing. Until on or before the earlier of October 15,
2000, or termination of this letter of intent with the written
consent of both parties under paragraph 8 herein, each of Urbana
and WSMI agrees, subject to satisfying fiduciary obligations
under applicable laws as advised in writing by counsel, that it
will not, directly or indirectly, through any representative or
otherwise, solicit or entertain offers from, initiate or
participate in negotiations with or encourage, discuss or
consider any proposal from any person regarding the Acquisition
(as hereafter defined) of: (a) any shares of its capital stock;
(b) any of its or a subsidiaries' businesses or operations; or
(c) any of its or its subsidiaries' assets other than to
unaffiliated third parties for value in the ordinary course of
business. For purposes of this letter of intent, the term
"Acquisition" means any person acquiring, directly or indirectly,
an interest in Urbana or WSMI or any business, operation or asset
of Urbana or WSMI including, without implied limitation, any such
action by purchase, merger, reorganization, consolidation, lease,
contract or operation of law. Each of Urbana and WSMI further
agrees not to provide any information concerning it or its
subsidiaries with respect to any of the foregoing, except as
required by applicable laws and subject to satisfying fiduciary
obligations imposed hereby. In the event any person should
solicit, initiate negotiations or make inquiries relative to any
Acquisition, such party will immediately notify the other in
writing.
Break-up Fee. In the event that either Urbana or WSMI breaches
paragraph 5 of this letter of intent and within six (6) months
after the date of this letter of intent, such party or any of its
subsidiaries enters into a letter of intent or other agreement
relating to the Acquisition of a material portion of its capital
stock (other than the sale of shares of capital stock to
investors for cash consideration or pursuant to existing
obligations, disclosure of which has been made to the other
party) or any of its or its subsidiaries' assets, operations or
business, in whole or in part, whether directly or indirectly,
through purchase, merger, consolidation, or otherwise (other than
sales of inventory or immaterial assets in the ordinary course or
pursuant to existing obligations, disclosure of which has been
made to the other party), then the party breaching paragraph 5
will pay to the other the sum of (U.S.) $250,000 (the "Break-up
Fee") in immediately available funds. The Break-up Fee is not
such party's exclusive remedy in the event of a breach by a party
of any Binding Provision (as hereafter defined), and in such
event, the non-breaching party will be entitled to exercise any
and all additional rights and remedies provided by law or in
equity. The Break-up Fee will not be payable by either party in
the event that this letter of intent is terminated solely as a
result of the failure to obtain any required governmental,
regulatory or shareholder consents or approvals or failure to
obtain any clearances or other required declarations of
effectiveness of the registration statement referred to in
paragraph 1 hereof from the US Securities and Exchange Commission.
Costs. WSMI and Urbana will each be responsible for its own
costs and expenses incurred by such party (including any broker,
finder's or investment banking fees) in connection with this
letter of intent and consummation of or the transaction
contemplated by this letter of intent. Notwithstanding the
foregoing: (a) any fees under the HSR Act will be paid fifty
percent by Urbana and fifty percent by WSMI; and (b) if a party
institutes an action or proceeding against any other party under
this letter of intent, the unsuccessful party to such action or
proceeding will, in addition to any other damages, reimburse the
prevailing party for the reasonable attorneys' fees and
disbursements incurred by the prevailing party.
Liability. Except for paragraphs 3 through 7 inclusive (the
"Binding Provisions") which are intended to create binding
obligations, it is understood that no legal obligation or
liability is created by this letter of intent and that the legal
obligations and liabilities of the parties are to arise only on
the duly authorized execution and delivery of the Definitive
Agreement. The terms of this letter of intent can only be
amended or modified in a writing signed by all parties hereto.
Except as expressly set forth in the Binding Provisions or the
Definitive Agreement, no past or future action, course of
conduct, failure to act with respect to the Merger, the failure
to negotiate and enter into a Definitive Agreement or the failure
to consummate the Merger will give rise to or serve as the basis
for any liability of the parties. This letter of intent will
terminate at any time on the written consent by both of the
parties hereto or by written notice of either party to the other
after October 15, 2000. The termination of this letter of intent
will not affect the liability of a party for the breach of any of
the Binding Provisions prior to such termination or the breach of
any provision set forth in paragraphs 3 (as to the
confidentiality agreement), 6, 7 or 8 of this letter of intent,
which will survive termination of this letter of intent.
9. Public Disclosure. Before completion of the transactions
contemplated hereunder, neither WSMI nor Urbana shall make any
further release of information regarding the matters referred to
herein except (i) a joint press release to be issued by each in
agreed form as soon as possible after execution of this letter of
intent; (ii) upon mutual consent not to be unreasonably withheld
and (iii) as required by applicable law. All such releases of
information shall be in compliance with Rule 425 under the U.S.
Securities Act of 1933.
If the foregoing meets with your approval, please sign and
return one copy of this letter of intent to our offices no later
than 5:00 p.m., September 11, 2000. Each of the parties agrees
that this letter of intent may be signed in counterparts or by
facsimile without affecting the validity or enforceability of
this letter of intent. On receipt of a signed letter of intent,
we will commence preparation of the Definitive Agreement for your
review and release the joint press release.
Best regards,
World Sales & Marketing, Inc
By: /s/ Chris Bradshaw
Chris Bradshaw
AGREED TO AND ACCEPTED this 11th day of September, 2000.
Urbana.ca, Inc.
By: /s/ David Groves
David Groves, President
