SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 425
Pursuant to Rule 425 under the
Securities Act of 1934
AVIATION GROUP, INC.
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(Exact name of registrant as specified in its charter)
TEXAS O-10124 75-2631373
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
700 N. Pearl Street, Suite 2170
Dallas, Texas 75201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 922-8100.
1
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Set forth below is the text of the Press Release dated May 25, 2000.
Press Release
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Aviation Group Merger Partner
Announces Acquisition and Letter of Intent for
Transatlantic Strategic Partnership
Dallas, Texas
May 25, 2000
Aviation Group, Inc. (Nasdaq SmallCap Market: AVGP; Boston Stock Exchange: AVG)
is pleased to announce that travelbyus.com ltd. (Toronto Stock Exchange: TBU;
Frankfurt Stock Exchange: TVB) and Travel24.com AG (Frankfurt Neuer Market: TVD)
have reached a letter of intent for a cross-shareholding arrangement.
Travelbyus.com has also recently announced that it has acquired Epoch
Technology, Inc., a Dallas-based software development company. Aviation Group
and travelbyus.com have previously announced their agreement for the acquisition
of travelbyus.com by Aviation Group in a statutory arrangement under Canadian
law.
Terms of the Travel24.com deal are expected to include the issuance by
travelbyus.com of 13,800,000 of its common shares at an average price of US$2.50
in exchange for the delivery by Travel24.com of a combination of US$5 million in
cash and the issuance of 1,482,594 shares of Travel24.com at an average price of
US$19.90 (approximate Euros 22.00) per share. On a fully diluted basis if the
cross-shareholding arrangement were completed currently, travelbyus.com would
own approximately 13% of Travel24.com and Travel24.com would own approximately
15% of travelbyus.com. The deal is subject to meeting certain legal and
regulatory conditions.
The cross shareholding arrangement may be followed by a merger among
travelbyus.com and Travel24.com before 2001. Both travelbyus.com and
Travel24.com intend to engage their financial advisors during the next six
months to do valuation opinions. Such opinions will guide the respective boards
of directors of the companies to determine if a full merger between the two
companies would be of greater benefit to their respective shareholders.
In the Epoch Technology acquisition, travelbyus.com paid US$2 million in cash
and issued 3,200,000 of its common shares valued at US$2.50 per share. Epoch
Technology develops integrated software for the travel, leisure and hospitality
industry. The reservations system developed by Epoch Technology automates all
reservations functions at a component level and is integrated with marketing,
sales, operations, administration, accounting and finance systems. The
reservations system is able to customize the itinerary of an individual traveler
within minutes. Travelbyus.com is using this software in its Web site.
Under the terms of its agreement with travelbyus.com, Aviation Group has
provided to travelbyus.com consents for the letter of intent with Travel24.com
and the acquisition of Epoch Technology, Inc.
travelbyus.com is an Internet-based travel company. travelbyus.com's Web site,
www.travelbyus.com, provides consumers with on-line travel options 24 hours per
day. Through the travelbyus.com Web site, consumers have the ability to browse
travel options world-wide and to book travel reservations. In addition to
offering consumers travel options through the Internet, travelbyus.com also
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offers the consumer travel options through 1-800 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
consists of painting and paint stripping services for commercial and freight
aircraft and the manufacture, sale and repair of aircraft batteries and aircraft
and truck weighing scales. On May 10, 2000, Aviation Group completed its
acquisition of Global Leisure Travel, Inc. Global Leisure 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, when filed with the Securities
and Exchange Commission, the joint proxy statement/prospectus and registration
statement that will be filed by Aviation Group in connection with its proposed
arrangement with travelbyus.com. After filing, these documents will be available
for free at the Securities and Exchange Commission's EDGAR website at
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 or merge 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, unforeseen liquidation and other risk factors identified in public
filings by Aviation Group or travelbyus.com under "Risk Factors." Aviation Group
does not undertake any obligation to update these forward-looking statements for
revisions or changes after the date of this press release.
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Contacts:
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travelbyus.com, ltd.:
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Bill Kerby
Chief Executive Officer
Telephone: (604) 541-2400
E-Mail: [email protected]
Aviation Group, Inc.:
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Lee Sanders
Chairman
Telephone: (214) 922-8100, ext. 1100
E-Mail: [email protected]
Richard Morgan
Executive Vice President, CFO
Telephone: (214) 922-8100, ext. 1102
E-Mail: [email protected]
Press Contacts:
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North America: Barry S. Kaplan
Telephone: (732) 747-0702
E-Mail: [email protected]
Europe: Christopher Bruening
Telephone: 49 61 96 88 00 210
E-Mail: [email protected]
