BROCKER TECHNOLOGY GROUP LTD
6-K, EX-1.2, 2000-12-15
COMPUTER PROGRAMMING SERVICES
Previous: BROCKER TECHNOLOGY GROUP LTD, 6-K, EX-1.1, 2000-12-15
Next: TRINTECH GROUP PLC, 6-K, 2000-12-15





                    [LETTERHEAD OF BROCKER TECHNOLOGY GROUP]


         BROCKER TO HOST CONFERENCE CALL TO DISCUSS RECENT DEVELOPMENTS
                           WITH LITTAUER TECHNOLOGIES

Auckland,  NZ - December 12, 2000. Brocker Technology Group Ltd. (Nasdaq:  BTGL,
TSE:  BKI) today  announced  that the  Company  will hold a  conference  call on
Thursday  December 14th at 4:00pm EST, to discuss recent corporate  developments
with Littauer  Technologies Co. Ltd ("Littauer  Technologies",  Kosdaq:  20860).
Participants  will include Mr. Michael  Ridgway,  President and CEO, Mr. Richard
Justice , CFO, and Mr. Charles Spackman, Chairman of Littauer Technologies .

Interested  parties may call the  following  numbers,  starting at 3:50pm EST to
participate:   United  States  and  Canada   1-800-388-8975,   or  International
973-694-2225.  The access code will be `Brocker'.  In addition,  the  conference
call  will  also be  broadcast  live over the  Internet  at the  Vcall  Investor
Broadcast Network (). Investors are encouraged to submit questions in advance to
Mr. Nigel Murphy ([email protected]).

The conference call will review issues pertaining to the Company's  December 6th
press release,  wherein Brocker  announced that it had entered into an agreement
to purchase 25% of the outstanding  shares of Littauer  Technologies Co. Ltd., a
major e-Business  solutions provider in Asia. Brocker expects the transaction to
create a business  relationship  between Brocker and Littauer  Technologies that
will give rise to joint  opportunities  for new  business and  synergies  across
marketing channels.

Littauer  Technologies is an  international  holding and management  companythat
invests in,  develops and manages a network of e-business  companies in the Asia
Pacific  region.  Its investment  portfolio  currently  consists of 32 wholly or
majority owned  companies  focused on three core areas:  business  solutions and
infrastructure, Internet enabling technologies, and online media and e-commerce.

Major shareholders of Littauer  Technologies include Ericsson (Nasdaq:  ERICY)),
-- which,  on October 17, 2000 invested  US$36 million for a 10% equity stake in
Littauer  Technologies  -- as well as Hutchison  Whampoa,  Netcentric  Partners,
Odeon Capital and Korea Technology Investment Corp. The market capitalization of
Littauer  Technologies is  approximately  US$160  million,  based on its closing
price on Kosdaq as of December 11, 2000.

"We are extremely  pleased with this latest  development in our global expansion
strategy",  said President and CEO of Brocker,  Mr. Michael  Ridgway.  "Littauer
Technologies has created a carefully structured network of interacting companies
that  can  share  with  us  significant  operational,  technical  and  marketing
synergies. Given its vast network of business relationships worldwide,  Littauer
will help us to further expand the marketing and  distribution  channels for our
products, such as Bloodhound,  Powerphone and Supercession. We believe that this
fit will be of enormous value to the region's e-business growth and, in turn, to
shareholders of both Brocker and Littauer Technologies."

The shares of Littauer  Technologies will be purchased from an investment group,
headed by Charles Spackman,  the Chairman of Littauer Technologies . To complete
the transaction,  Brocker will issue shares representing  between 55% and 67% of
the  post-closing  shares of  Brocker.  As a  result,  Mr.  Spackman  will own a
controlling interest in Brocker. The number of shares of Brocker to be issued


<PAGE>


will be based on the prevailing  market prices of Brocker and Littauer,  subject
to a lower limit of four Brocker  shares for each share of Littauer and an upper
limit of six Brocker shares for each share of Littauer.

Subsequent to the closing, Brocker intends to acquire additional shares in order
to  consolidate   financial   statements  and  ownership   control  of  Littauer
Technologies.  It is anticipated,  as a part of the agreement, that Brocker will
subsequently make all reasonable  efforts to acquire the remaining 75 percent of
Littauer shares, effectively merging the two companies.  According to data cited
in   a   Lehman    Brothers    research    report   dated   October   12,   2000
(http://www.littauer-tech.com/investor/research.htm),  full  consolidation  with
Littauer Technologies would add approximately $340 million to Brocker's calendar
2001 revenues.

Littauer  Technologies is managed by a seasoned executive  management team which
includes  ,  among  others,  Mr.  Denis  Lui,  President  and  CEO  of  Littauer
Technologies.  F ormerly,  Mr. Lui has served as the Managing Director of Hutchi
son  Telecommunications  Group, Greater China, as well as the Director of Hutchi
son Telecommunications  subsidiaries in Australia and Malaysia . During his more
than 13 years of service, Mr. Lui developed Hutchi son Telecommunications as the
market leader in Hong Kong's highly competitive mobile phone businesses.

Littauer   Technologies'  strong  client  base  includes  blue-chip  giants  and
government  institutions  in  Asia,  such as  Hutchison  Whampoa,  Compaq  Asia,
Motorola,  Microsoft,  HSBC, and Samsung Group.  Equally  important are Littauer
Technologies'  strategic partners such as Ogilvy & Mather,  Intel, Hinduja Group
and IBM.

"In   Brocker,   we  have   partnered   with  a   leading   business-to-business
communications  company  in  Australasia,  with an  existing  presence  in North
American capital markets," said Chairman of Littauer  Technologies,  Mr. Charles
Spackman.

The  proposed  transaction  is  subject  to a number  of  conditions,  including
approval of the Board of Directors and the  shareholders of Brocker,  receipt of
regulatory approval, completion of a due diligence review by Brocker, as well as
a satisfactory fairness opinion.

About Littauer Technologies Co. Ltd.

Littauer Technologies (http://www.littauer-tech.com) is an international holding
and management  company which invests in,  develops and manages a  comprehensive
network of  e-business  solutions  companies  in the Asia  Pacific  region.  The
company  provides a complete  "front to back" suite of innovative  solutions and
infrastructure  ranging  from  building  and enabling any segment of a front-end
Internet  operation to implementing  fully  integrated  back office  operational
applications,   with  the  ultimate  goal  to  increase  business   performance,
efficiency and value.

Littauer Technologies'  customers include,  Motorola,  Samsung, Cable & Wireless
HKT, Hutchison Telecom and Yahoo! Korea. Strategic partners include IBM, Compaq,
Cisco, Intel, Microsoft, Philips and Sony.

About Brocker Technology Group Ltd.

Brocker Technology Group  (http://www.brockergroup.com) is a global innovator in
business-to-business  communication systems focusing on application development,
technical  consulting  services,   application  hosting,  and  vendor  services.
Brocker's   e-communications   products,   collectively  called  the  Enterprise
Communication       Suite      (EC      Suite),       include       Supercession
(http://www.supercession.com),   e-business  transaction  processing  Bloodhound
(http://www.bloodhound.co.nz),   unified  messaging  software;  and  Powerphone,
caller ID software that also displays all of the client's  transaction . Brocker
has  established  partnering  agreements  with  KPMG and  PeopleSoft.  Brocker's
Supercession is designed to integrate with PeopleSoft's  non-internet  based ERP
software.


Corporate Contact                        Marketing Communications Contact
Brocker Technology Group                 Brocker Technology Group
Robert Rowell                            Nigel Murphy
Tel: (800) 299-7823                      Tel: +64 9 374 2040
Email: [email protected]          Email: [email protected]
Web: http://www.brockergroup.com         Web: http://www.brockergroup.com

Investor & Media Relations (U.S.)        Investor & Media Relations (Canada)
Wall Street Investor Relations           Mindshare Communications Inc.
Ms. Lisa Arnold                          Toll Free: (888) 301-6788
Tel: (301) 907-4092                      Tel: (604) 806-3366
Email: [email protected]          Fax: (604) 806-3367
Web: http://www.wallstreetir.com         Email: [email protected]


"SAFE HARBOR"  STATEMENT UNDER THE PRIVATE  SECURITIES  LITIGATION REFORM ACT OF
1995:  The statements  contained in this release which are not historical  facts
are forward-looking  statements that are subject to risks and uncertainties that
could  cause  actual  results  to differ  materially  from those set forth in or
implied by forward-looking statements. These risks and uncertainties include the
Company's entry into new commercial businesses; the risk of obtaining financing,
and other risks  described in the Company's  Securities and Exchange  Commission
filings.  In  addition,  completion  of the  acquisition  of Shares of  Littauer
Technologies  Company Limited is dependent upon  completion of satisfactory  due
diligence,  the entering into of a mutually acceptable formal agreement,  and is
subject to obtaining required  regulatory  approvals,  and there is no assurance
that this proposed acquisition will be completed. Product names mentioned herein
may be trademarks and/or registered trademarks of their respective companies.

Note:  The Toronto  Stock  Exchange  has neither  approved nor  disapproved  the
information contained herein.


                                            ###



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission