FORT LAUDERDALE, Fla.–(BUSINESS WIRE)–March 11, 2003–Jaguar Investments (OTCBB:JGUR) and Freight Rate, Inc. d/b/a Power2Ship (P2S), today announced the closing of a merger that makes P2S a wholly-owned subsidiary of Jaguar. P2S is an application service provider (ASP) that offers a highly accessible, user-friendly information and communication system – the P2S MobileMarket(TM) – for the truckload freight industry. The P2S MobileMarket(TM) provides a platform for collecting, consolidating, processing and presenting real-time data to the logistics departments of shippers and motor carriers. This information enables P2S’ customers, including The Great Atlantic & Pacific Tea Company (A&P) (NYSE:GAP), Tire Kingdom, a subsidiary of TBC Corporation (Nasdaq:TBCC) and numerous motor carriers, to operate more efficiently by identifying and utilizing excess transportation capacity, executing freight transactions online and tracking the movement of loads and/or transportation assets.
The former P2S security holders will be issued 30,000,000 shares, options and warrants, representing 70% of Jaguar’s 42,860,000 fully diluted shares outstanding as of the merger closing, and 187,000 shares of convertible preferred stock. 87,000 of the preferred shares have multiple votes per share and convert into approximately 235,000 shares of common stock. The remaining 100,000 preferred shares, upon conversion, may increase the P2S security holders’ ownership to as much as 90% depending upon the outcome of a proposed $2.5 million private financing.
Simultaneous with the merger, Jaguar entered into a stock purchase agreement to sell 95% of the common stock of Premier Sports Media Entertainment Group, Inc., in consideration for forgiveness of all of Jaguar’s pre-merger liabilities. Also, upon closing, P2S’ Chairman and Chief Executive Officer, Richard Hersh, became Chairman and Chief Executive Officer of Jaguar, joining Douglas Gass, Jaguar’s President, on Jaguar’s Board of Directors. Mr. Hersh commented, “This marks an important milestone that should improve our ability to raise the capital necessary to execute our business plan. We are glad to have Jaguar’s current shareholders join our corporate “family” and look forward to their contributing to our success.” Added Gass, “We were impressed with the huge potential market for P2S’ services, the accessibility, ease of use, and unique, value-added features of the P2S MobileMarket(TM), and the company’s dedicated and enthusiastic team.”
Safe Harbor Statement
Statements about Jaguar’s future expectations in this press release, other than historical facts, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The company intends such forward-looking statements be subject to the safe harbors created thereby. Since these statements involve risks and uncertainties and are subject to change at any time, the company’s actual results could differ materially from expected results.