FILED BY INTEGRATED DATA CORP.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: DATAWAVE SYSTEMS INC.
SUBJECT COMPANY'S EXCHANGE ACT OF 1934 FILING NO.: 0-25786
Source: Integrated Data Corp.
Set forth below is the text of a press release issued by Integrated Data
Corp. on April 23, 2004.
INTEGRATED DATA CORP & DATAWAVE EXECUTE LETTER AGREEMENT
Conshohocken, PA (April 23, 2004) -- Integrated Data Corp (OTCBB: ITDD)
("IDC") announced today that IDC and DataWave Systems Inc. (TSX-V: DRV;
OTCBB: DWVSF) ("DataWave") have entered into a Letter Agreement whereby IDC
will acquire DataWave by merger in which shareholders of DataWave will be
issued shares of IDC in exchange for all the issued and outstanding shares of
DataWave. IDC currently holds approximately 50.1% of DataWave's shares and
has been an investor in the company since 2002. Prior to that, IDC's
principal shareholders have been investors in DataWave since 1999. The
Letter Agreement has been approved by the Boards of Directors of both
companies. The closing of the transaction proposed by the Letter Agreement,
anticipated to occur on or before December 31, 2004, is subject to a number
of conditions, including the following:
- the negotiation, preparation and execution of a definitive agreement
(the "Definitive Agreement") relating to the proposed transaction on or
before May 31, 2004;
- the re-incorporation of DataWave in the State of Delaware;
- the approval of the proposed transaction, as defined by the Definitive
Agreement, by the Boards of Directors of DataWave and IDC;
- the approval of the proposed transaction by the shareholders of DataWave
and IDC;
- the declaration by the United States Securities and Exchange Commission
of the effectiveness of a registration statement on Form S-4 and any
other registration statements filed in connection with the proposed
transaction; and
- the satisfaction at or prior to the closing of the proposed transaction
of other customary closing conditions.
Under the terms of the proposal, DataWave shareholders will be entitled to
receive 1 share of IDC for approximately every 11 shares of DataWave. The
acquisition price, calculated and paid in shares of IDC valued at US$2.6022
per share, is based upon a value of US$10 million for 100% of the equity in
DataWave, including any and all shares already owned by IDC. Based upon
independent valuations of both companies, IDC will issue a total of 3,842,839
IDC shares for all of the issued and outstanding shares of DataWave as of the
closing date. No fractional shares will be issued and any fractional shares
resulting from the transaction will be paid in cash.
The parties anticipate that the IDC shares issued for the acquisition of
DataWave shares not already owned by IDC will be freely tradable shares, to
the extent legally permissible and in accordance with the rules and
regulations of the United States Securities and Exchange Commission.
It is IDC's intention to offer senior executives of DataWave commensurate
positions within IDC.
All options outstanding in DataWave will be terminated on or before closing.
IDC plans to establish, subject to shareholder and any other required
approvals, a stock incentive plan for its employees which will comprise up to
10% of the total number of shares of capital stock of IDC subsequent to the
merger, not to exceed 1,000,000 shares, to be awarded by IDC's Compensation
Committee in its discretion.
About Integrated Data Corp. (http://www.IntegratedDataCorp.com)
---------------------------------------------------------------
Headquartered in Conshohocken, PA, Integrated Data Corp. (IDC) is a Delaware
corporation with OTCBB listed stock, symbol 'ITDD'. It is an international
holding company with interests in the U.S., Canada, the U.K., and Italy.
IDC's subsidiaries and partner companies offer a wide range of
telecommunications, wireless, point-of-sale activation, financial transaction
and other services. IDC currently owns approximately 50.1% of DataWave's
outstanding shares.
About DataWave (http://www.datawave.com)
----------------------------------------
DataWave has been an innovator and developer of prepaid and stored-value
programs and merchandising solutions since it was founded in 1994. DataWave
pioneered systems that allow for point-of-sale activation of high value, high
shrinkage products, such as cash cards, prepaid phone cards and prepaid
wireless time. These systems work equally well over the Internet, through
intelligent freestanding vending machines and POSA terminals, or with various
card activation devices, including cash registers.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE SECURITIES OF INTEGRATED DATA CORP. OR DATAWAVE
SYSTEMS, INC.
Forward-Looking Statements
--------------------------
This press release contains information about Integrated Data Corp. and
DataWave Systems, Inc. that is not historical fact and may be deemed to
contain forward-looking statements about IDC and DataWave. These forward-
looking statements include statements about the terms of the proposed
acquisition of DataWave by IDC and the valuation of DataWave. These forward-
looking statements are based on currently available competitive, financial
and economic data and on the management's views and assumptions regarding
future events and business performance as of the time the statements are
made. Actual results may differ materially from those anticipated in any
forward-looking statements, due to the possibility that the closing of the
transaction may be delayed, or may not occur at all, if any of the conditions
to the closing outlined in this press release are not satisfied.
Additional Information
----------------------
Investors and the shareholders of DataWave are encouraged to read the final
prospectus and registration statement filed in connection with the proposed
transaction when they become available because they will contain important
information about the proposed transaction, DataWave, and IDC. Investors and
the shareholders of DataWave may obtain free copies of these documents (when
they are available) and other documents filed with the U.S. Securities and
Exchange Commission at the U.S. Securities and Exchange Commission's website
at www.sec.gov.
Contact Information
-------------------
Dave Bryan
President & CEO
Phone: 610-825-6224
Email: info@IntegratedDataCorp.com
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"DataWave" is a registered trademark of DataWave Systems, Inc.
Source: Integrated Data Corp.
End of filing