ITEX Corporation Issues an Announcement
SACRAMENTO, Calif.-- (BUSINESS WIRE)--Aug. 4, 2000--ITEX Corporation (Pink
Sheets: ITEX) confirmed that a memorandum of understanding has been reached
between its management and that of MAXX International Inc.
The agreement is subject to due diligence investigations by each partner to
the merger, must be approved by the boards of directors of both companies and
the approval of the shareholders of approximately 16 million shares of ITEX. The
proposed merger agreement calls for the exchange of MAXX International, Inc.
common stock for ITEX stock. The transaction is valued at $16 million.
Collie Christensen, president and CEO of ITEX stated, "The merger will
inject needed resources for the expansion of the ITEX trade exchange. It will
provide access to strategic alliances that enable both companies to grow faster
together than they might otherwise accomplish on their own. ITEX will benefit
from the leadership and experience of MAXX International, Inc,'s Chairman,
Michael Solomon, in breaking through the barriers to increased profits for the
ITEX retail trade exchange."
The ITEX management team will remain the same, although the
responsibilities of the executive staffs will broaden to include responsibility
for the management of MAXX International, Inc., with Christensen becoming
president and CEO of MAXX International, Inc. and Spike Humer becoming the Chief
Operating Officer of MAXX International, Inc. Michael Solomon will continue as
Chairman of the Board of MAXX International. Solomon commented that, "The
expertise of ITEX's management will bring focus to MAXX International's plans
for growth into the new century." As Chairman of the Board he will continue to
oversee and spark the development of new products and services for the future.
He was founder of Telepictures which merged into Lorimar, becoming the largest
television production company in the world. He was formerly the President of
Warner Bros. International Television from 1989 to 1994 and was responsible for
making it the largest television program distribution company in the world. He
is also co-founder and co-owner of one of the most important production
companies in the European market: Prime Time Communications, with offices in
Spain and Romania. Solomon serves on the Board of Directors of the International
Council of the National Academy of Television Arts and Sciences and New York
University's Stern School of business.
MAXX International's present headquarters in Los Angeles will be
consolidated into the new ITEX headquarters in Sacramento. ITEX had concluded
the relocation of its headquarters from Portland to Sacramento in June of this
year.
ITEX Corporation is a trading and financial services company with domestic
and international operations. It is the nation's largest retail barter company
with seven company offices and more than 100 licensees located worldwide. The
majority of licensees operate in the U.S. and Canada. MAXX International, Inc.
is a global rights management company that develops software solutions and
Internet businesses. MAXX International, Inc. holds the publishing rights to the
prayer books of His Holiness, Pope John Paul II, as
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well as Vatican licensing agreements, including the creation of a bank credit
card and phone card with the Vatican image. It is also the parent corporation of
Pure Vision Internet, Inc., developer of the Web site www.thegospel.com, a
Christian Web community partnering with churches and ministries worldwide.
This press release contains certain forward-looking statements and comments
within the safe harbor provisions established under The Private Securities
Litigation Reform Act of 1995. These statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results of the merger
and the operations of ITEX and MAXX International, Inc. to be materially
different that those expressed or implied in such statements. These factors
include, but are not limited to the continuing development of successful
marketing strategies for each companies' concepts; the effect of international,
national, and regional economic conditions; the ability of the companies to
satisfy their debt obligations; the availability of adequate working capital;
competitive barter exchanges and; changes in legislation; demographic changes,
the ability to attract and retain qualified personnel; changes in business
strategy or development plans; business disruptions; changes in the demand for
goods and services offered by members of its trade exchange. These risk factors
and others are discussed in the periodic reports and filings of ITEX
Corporations and MAXX International, Inc with the Securities and Exchange
Commission, including but not limited to its Form 10-K's and Form 10-Qs. All
statements other than statements of historical fact included in this press
release, including without limitations, both companies' business strategy, plans
and objectives, are forward-looking statements.
For further information, contact Robert I. Harris, General Counsel at
916/679-1111.
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