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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
MagnaVision Announces Agreement to Merge
FANWOOD, NJ - September 12, 2000 - MagnaVision Corporation (NASDAQ OTC Bulletin
Board: MAGV) based in Fanwood, NJ made the following announcement today.
MagnaVision and Blue Acquisition Corp., a wholly owned subsidiary of IPWireless,
Inc. based in San Bruno, CA have signed a definitive agreement for Blue
Acquisition Corp. to merge with and into MagnaVision Corporation. All
outstanding common and preferred stock of MagnaVision shall be exchanged in the
transaction for cash and/or securities as described below.
This agreement was entered into on Sept. 12, 2000 and has been approved by the
majority shareholders of Magnavision, and by the Board of Directors of
MagnaVision, Blue Acquisition Corp. and IPWireless. The agreement is contingent
upon MagnaVision meeting certain conditions at closing. MagnaVision currently
has no short term or long term debt. According to the agreement, each share of
MagnaVision Class A and Class B Preferred Stock outstanding at the time of
closing will receive $1.00 plus any accumulated dividends then due. Each share
of MagnaVision Common Stock outstanding will receive approximately $5.78 per
share. Shareholders who hold less than 1% of the fully diluted shares of
MagnaVision common stock (36,507 or fewer shares) will receive their
consideration entirely in cash. Shareholders holding more than 1% of the fully
diluted shares will receive approximately 80% of their consideration in cash and
20% of their consideration in the form of notes. Warrant and option holders will
receive approximately $5.78 less an amount equal to the cost of exercising the
warrant or option. Warrant and option holders who hold in excess of 1% of the
Company's fully diluted common stock will receive approximately 20% of the share
consideration in the form of notes, and the remainder in cash. In addition, the
agreement has provisions for holders of MagnaVision Common Stock, warrants and
options to receive additional consideration based upon the Company achieving
certain objectives.
The merger is expected to close in the fourth quarter of 2000.
This release contains certain statements which constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements of the Company. Such factors include among
others, general economic and business conditions, which will, among other
things, impact demand for the Company's services, changes in public taste,
trends and demographic changes, which may impact the Company's ability to
generate revenue; political, social and economic conditions and
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laws, rules and regulations, which may affect the Company's results of
operations; timely completion of development plans; the indebtedness of the
Company; quality of management; availability of qualified personnel; changes in,
or failure to comply with, government regulations; and other factors.
Contact: Robert Hoffman
Jeffrey Haertlein
MagnaVision Corporation
141 South Avenue, Suite 4
Fanwood, NJ 07023
Phone: 908-490-9910
