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PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
and deemed filed pursuant to 14a-12 of the Securities Exchange Act of 1934
Subject Company: Integrated Orthopaedics, Inc.
Commission File No.: 001-10677
[INTEGRATED ORTHOPAEDICS, INC. LOGO]
Contacts:
Integrated Orthopaedics, Inc
Jose E. Kauachi, Chairman 713-225-5454
NEWS RELEASE Scott J. Hancock, Director 650-234-0514
PowerBrief, Inc.
Leslie Butterfield 713/586-4603
FOR IMMEDIATE RELEASE
INTEGRATED ORTHOPAEDICS, INC. TO MERGE WITH POWERBRIEF, INC.
HOUSTON--(BUSINESS WIRE)--Sept. 18, 2000-- Integrated Orthopaedics, Inc.
(AMEX:IOI) and PowerBrief, Inc., a private company developing integrated online
solutions for legal professionals, today announced that the companies'
respective Boards of Directors have elected to merge. Upon closing, the name of
the combined public company will be PowerBrief, Inc.
Pursuant to the Agreement and Plan of Merger, each shareholder of PowerBrief
will receive in exchange for each share of PowerBrief's Common Stock, 3.018
shares of IOI Common Stock and warrants to purchase 0.1304 shares of IOI Common
Stock. Also, the holders of PowerBrief's Series A Preferred Stock will receive
for each share of Series A Preferred Stock, 9.054 shares of IOI Common Stock and
warrants to purchase 0.3912 shares of IOI Common Stock. Following the Merger,
existing shareholders of IOI will own approximately 34.1% of the post-merger
outstanding common stock of the surviving company, and existing shareholders,
warrant holders and option holders of IOI will own approximately 39.67% of the
outstanding
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common stock of the surviving company on a fully diluted basis. The exchange
ratios are subject to certain adjustments.
Controlling shareholders of each of IOI and PowerBrief have entered into
agreements pursuant to which they have agreed to the merger. As a result,
shareholder approval of the merger is certain. However, the closing of the
merger remains subject to a number of customary conditions. The merger is
expected to close in early 2001.
IOI also agreed to extend to PowerBrief a $3,000,000 line of credit. This line
of credit will remain in place until the earlier of consummation of the merger
and March 31, 2001.
"We believe this transaction enables PowerBrief to advance its business model of
delivering integrated technology solutions to the legal industry as well as
creating shareholder value," said Ernest D. Rapp, Chief Executive Officer and
Director of PowerBrief. "IOI brings additional capital to help fund our
international beta roll-out, which begins this month, to 41 organizations. These
include several Fortune 500 corporations, 31 domestic and international law
firms, and multiple global insurance entities. Additionally, we anticipate that
the well-established strength of IOI's largest shareholders, entities related to
Oak Hill Capital and Robert M. Bass of Ft. Worth, Texas, and Chartwell Capital
Management Company, Inc. will help strategically position PowerBrief within the
financial community as well as the legal and corporate communities."
Scott J. Hancock, Director of IOI and Partner of Oak Hill Capital Management,
Inc. said, "In evaluating the numerous strategic alternatives for IOI, we were
impressed with the PowerBrief management team, its compelling business strategy,
and the exceptionally strong momentum of the Company. This potential market is
very large and the services and internet-products developed by PowerBrief help
solve many points of pain in the legal profession. We anticipate that this
transaction will further our goal of increasing shareholder value and are
excited about playing an important role as PowerBrief helps bring the Internet
to the legal industry."
ABOUT POWERBRIEF
PowerBrief develops and implements a comprehensive, Internet-based solution that
provides competitive advantage to legal professionals who manage multiple
matters and vast amounts of information. PowerBrief clients gain centralized
access to legal documents, extensive research data, team collaboration and
best-of-class legal tools from anywhere at any time through a highly secure
environment provided in conjunction with Intel. The service helps legal
professionals increase productivity, reduce duplicated effort and utilize
private and public historical intelligence to maximize the potential of the
team's success and minimize risk. Additional information can be found at the
PowerBrief website, www.PowerBrief.com, or by calling (800) 490-9041.
For more information, please contact:
Scott J. Hancock, Director
650/235-0514
Integrated Orthopaedics Inc., Houston
[email protected]
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Leslie Butterfield
713/586-4603
PowerBrief, Inc., Houston
[email protected]
STATEMENTS CONTAINED IN THIS PRESS RELEASE THAT ARE NOT HISTORICAL
FACTS MAY BE CONSIDERED TO BE FORWARD-LOOKING STATEMENTS AS THAT TERM IS DEFINED
IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS RELEASE. THESE RISKS
AND UNCERTAINTIES ARE DETAILED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION.
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