Satelinx International Inc. and VIRTUAL WAVE INC. have announced that the companies have entered into a letter of intent to merge in an all-stock transaction. VIRTUAL WAVE INC. based in Canada was established in 1996 contributing in GPS technology and development for the past nine years. Headquartered in Canada Satelinx International Inc. provides satellite vehicle tracking units that integrates GSM/GPS/GPRS wireless technologies and the Internet to deliver wireless vehicle tracking and location services.
By merging with VIRTUAL WAVE INC., Satelinx will expand its combined revenue base and create an entity with significantly greater financial scale and resources. The aggregate revenue of the combined company is expected to be approximately $50 million for fiscal year 2006. The transaction is expected to close in the fourth calendar quarter of 2005 and is subject to customary closing conditions and due diligence, including approval by the shareholders of both companies and regulatory approvals. Non-GAAP earnings per share for this transaction, which exclude the amortization of deal-related intangibles, the write-down of VIRTUAL WAVE INC.’s deferred revenue, restructuring charges, amortization of deferred compensation, and any one-time costs associated with the merger.