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NeoMedia Reaches Agreement in Principal to Acquire Loch Energy, Inc., Houston-Based Company with $410 Million in Proven and Probable Oil Reserves
Posted: 3/13/2003
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| Posted By: |
The Kaminer Group |
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Contact: |
David Kaminer |
| Phone: |
9146841934 |
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Email: |
dkaminer@kamgrp.com |
FT. MYERS, FL, and HOUSTON, TX, March 13, 2003 -- NeoMedia Technologies, Inc. (OTCBB: NEOM), said today that it has reached an agreement in principal to acquire and merge with Loch Energy, Inc., of Houston, an energy company with $410 million in proven and probable reserves.
The merger would provide for one share of common stock of NeoMedia to be exchanged for every four shares of Loch Energy common stock on an adjusted basis, and additional "earn out" shares to be issued to Loch shareholders based on actual oil production in the first year after closing. Total shares to be issued to Loch shareholders will not exceed 50% of NeoMedia outstanding shares.
Loch projects revenue of $800,000 per month in the near term, and forecasts an increase to $3.0 million per month over the next three years. The merger is subject to negotiations of definitive contracts, corporate filing requirements, completion of due diligence and any required approval by the Boards of Directors and shareholders of each company. It is anticipated that closing would occur approximately 30 days after such conditions are satisfied.
Fort Myers-based NeoMedia has been an innovator and international leader in print-to-Internet and other technologies which make information faster and easier to access, with specific expertise in homeland security and e-authentication applications. Loch, headquartered in the Houston suburb of Humble, is a low-cost, environmentally-conscientious and safe producer of oil and gas properties with proven and probable reserves estimated to be worth $410 million at the current average oil price of $30 per barrel.
‘Stronger Balance Sheets for Both Companies'
According to Charles T. Jensen, president, COO and acting CEO of NeoMedia, the planned merger "should result in overall stronger balance sheets for both companies.
"The new, merged NeoMedia Technologies will enhance shareholder value through the increase of cash flow from oilfield operations, and assist NeoMedia in funding a strong, core patent licensing business" he said. "We also believe additional efficiencies should be achieved by centralized administrative and management functions at NeoMedia's offices in Fort Myers.
"While in the past NeoMedia has been a technology-based firm," said Jensen, "we saw this acquisition and merger as a unique opportunity which, we believe, can provide immediate and longer-term benefits to shareholders of both companies."
Merger Makes Loch Part of a Publicly-Held Entity
Loch CEO Douglas Ashworth said the acquisition/merger with NeoMedia "allows our shareholders to be part of a growing, publicly-held entity with a rich history in high-tech development and innovation, and which now is equally excited about the marketplace for energy products." Loch recently received what Ashworth called "a substantial private investment, which will help us develop existing well bores and continue our plans for expansion (see "Loch Energy, Inc., to Begin Workovers on 5 Existing Well Bores After Receipt of LOI for $485K Investment from Gen-Oil LLC," Business Wire, March 7, 2003)."
Ashworth said that Loch currently owns mineral and lease rights to five properties, totaling approximately 130 acres, near Houston.
"Oil specialists have evaluated and estimated Loch's position on these reserves to be extremely promising," he said. "Their studies show our proven reserves to be some 7,707,247 barrels, or $231 million at the current average oil price of $30 per barrel, and our probable reserves an additional 5,963,748 barrels, or $179 million at $30 per barrel. Quite clearly, everyone involved with Loch is very excited," said Ashworth.
Expected gross barrels of oil to be produced from Lochs properties are 598,000 in Year 1, 1.4 million in Year 2, and 2.2 million per year thereafter until reserves are depleted. Loch's position is expected to be 358,000 in Year 1, 853,000 in Year 2, and 1.3 million per year thereafter as reserves hold. Ashworth said the expected gross revenue from the oil on Loch's properties is $16.5 million in Year 1, $39.2 million in Year 2, and $59.4 million per year thereafter until reserves are depleted. Loch's position is expected to be worth $9.8 million in Year 1, $23.5 million in Year 2, and $35.6 million per year thereafter as reserves hold.
Major shareholders in Loch include Dale Cohrs, Peter Wang, the Macha Family, Triway Assets, Eagle Consulting, and Glen Loch, the company's founder.
About NeoMedia Technologies NeoMedia Technologies, Inc. (www.neom.com), is an innovator and international leader in print-to-Internet and other technologies which make information faster and easier to access, with expertise in homeland security and e-authentication applications. NeoMedia markets services which link physical information and objects to the Internet under the PaperClick™ trademark, and its Systems Integration Group specializes in Open and Storage System solutions and automating print production operations.
This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. With the exception of historical information contained herein, the matters discussed in this press release involve risk and uncertainties. Actual results could differ materially from those expressed in any forward-looking statement
PaperClick is a trademark of NeoMedia Technologies, Inc.
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