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 0-10124 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.
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Set forth below is the text of the Press Release dated April 10, 2000.
AVIATION GROUP ANNOUNCES APPOINTMENT OF
CIBC WORLD MARKETS CORP. AS FINANCIAL ADVISOR
April 10, 2000. Aviation Group, Inc. (NASDAQ: AVGP) announced today that it has
hired CIBC World Markets to represent it in its merger with Canadian-based
travelbyus.com, Ltd. (Toronto Stock Exchange: TBU).
Company officials reported that CIBC World Markets Corp. will act as financial
advisor relating to the planned merger of Aviation Group with travelbyus.com as
well as assist the combined company with future investment banking,
merger/acquisition, and financing functions.
"We are pleased to have CIBC World Markets Corp. acting as our financial advisor
as we move forward to build a global leader in the E-travel & Hospitality
sector. Their track record and depth of industry contacts and expertise placed
them above other first tier candidates for this important role," said Lee
Sanders, Aviation Group Chairman.
On February 28, 2000, Aviation Group announced its intent to acquire Global
Leisure, Inc. and merge with travelbyus.com, Ltd. in a share-for-share exchange.
Global Leisure is a Seattle-based bulk-buyer of discount air tickets and
packages, and has contracts with certain major domestic air carriers that add
significantly to the combined enterprise's product content. travelbyus.com, Ltd.
is a leading supplier of travel products including discount tickets, vacation
packages, and other travel products. These products are sold worldwide through
travelbyus.com's web-page, its trademarked 800-iTRAVEL phone system, and over
20,000 North American travel agents.
"The E-travel & Hospitality industry is consolidating as key providers of travel
product content combined with internet-based marketing and distribution
companies," said Bill Kerby, CEO of travelbyus.com and Aviation Group. "Access
to American institutional capital sources and CIBC advisory services can empower
us to seize a leadership position in this huge marketplace," said Kerby.
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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 prospectus/joint proxy statement and registration
statement that will be filed by the Company in connection with the transactions
described in this press release. 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 the Company 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 Company's
ability to close the proposed transaction disclosed above, dependence on certain
customers, changes in the airline travel industry, seasonality of the Company's
painting business, risk of future losses from operations, the ability to sell or
merge all or a portion of the Company's businesses, uninsured casualty losses,
environmental regulation of airline stripping and painting operations and
increased competition in the airline services industry. Other risks and
uncertainties include changes in business conditions and the economy in general,
changes in governmental regulations, unforeseen litigation and other risk
factors identified in the Company's SEC filings under "Risk Factors." The
Company undertakes no obligation to update these forward-looking statements for
revisions or changes after the date of this press release.
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Contact:
Aviation Group, Inc.
Lee Sanders, 214/922-8100
