A NOTICE TO OUR SHAREHOLDERS
RE: AMTEC/TERREMARK MERGER
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF
PROPOSAL 1, THE MERGER WITH TERREMARK AND
PROPOSAL 2, THE SALE OF AMTEC COMMON STOCK TO VISTAGREEN.
AmTec believes that the merger with Terremark will provide the combined
telecom/real estate entity with the necessary access to additional capital,
operational and management expertise, and multi-level industry
relationships to rapidly expand both its existing businesses and develop
new business opportunities.
AmTec also anticipates that it may benefit from Terremark's strategy of
combining its real estate and proposed telecommunications operations.
Terremark has already begun to implement its strategy through the planned
acquisition of Telecom Real Estate Exchange Developers, Inc., (T-Rex). Upon
satisfaction of certain conditions listed in the executed acquisition
agreement, the acquisition will close and T-Rex will become a wholly owned
subsidiary of Terremark. T-Rex Developers arranges the acquisition of and
develops new facilities and converts existing properties for use as Telecom
Routing Exchanges for investors, including Terremark, who actually acquires
the land. These facilities are used by telecommunications companies to
house their switches and to provide Internet Service Providers, Content
Providers, Co-location Companies and other similar tenants with space for
lease. T-Rex investors have recently closed on the Cleveland Technology
Center in Cleveland, Ohio. T-Rex is currently in negotiations for other
properties around the country, all expected to be developed and managed by
T-Rex, as part of Terremark's strategy to create a national network of
telecom routing exchanges. In exchange for these services, T-Rex expects to
receive various fees and a minority interest in profits.
AmTec believes that its merger with Terremark, combined with the sale of
AmTec common stock to Vistagreen, an entity controlled by the Francis Lee
Family, will be an important step to provide the funding it needs to
operate its businesses. This will enable AmTec to more rapidly develop its
business plan and take advantage of other business opportunities. In
addition, AmTec believes that the stronger combined balance sheet will
enable it to accelerate its expansion plans and to raise additional
capital. AmTec also believes that the Terremark relationships in South
America and the Lee Family relationships in South East Asia will be useful
in developing future alliances in those markets.
