Media and Entertainment.com,
Inc. and Winsonic Holdings, Ltd. Sign
a Merger and Plan of Reorganization Agreement
ATLANTA--(BUSINESS WIRE)--July 21, 2004--Media
and Entertainment.com Inc. (OTCBB:MEDE
- News)
and Winsonic Holdings Ltd.(www.winsonic.net)
signed the Merger and Plan of Reorganization
Agreement Friday July 16, 2004. An addendum
was also signed that designates August
13, 2004 as the closing deadline to complete
the audit and to close the transaction
with Winsonic Holdings, Ltd., with Winston
Johnson as Media and Entertainment.com,
Inc. Chief Executive Officer and sole
shareholder of Winsonic Holdings, Ltd.,
and Media and Entertainment.com, Inc.
The addendum calls for the execution
of a plan of reorganization that reflects
the combined contracts, assets and liabilities
of the two companies as well as the change
in beneficial ownership that gives the
issuance of a controlling interest to
Winsonic Holdings Ltd. The board has also
proposed changing the corporate public
entity name from Media and Entertainment.com,
Inc. to Winsonic Digital Cable Media Group,
Ltd. Completion of this merger, subject
to the completion of the audit of Winsonic
Holdings Ltd. and Winsonic Digital Cable
Systems Network, Ltd. (WDCSN), plus the
customary closing conditions, is expected
to become effective August 13, 2004.
("WDCSN") concentrates on carrier-class
high-speed connectivity solutions that
bring together a first-class facility
around the country along with network,
multimedia, and content distribution communication
services to its customers, without requiring
substantial capital investments.
This deal, when completed, gives MEDE
shared value, revenue, strategic assets,
network resilience and sustainable growth
for its infrastructure and customer
base. This agreement meets MEDE strategic
planning and growth initiatives and
places the company on a course that
should lead to increased revenues and
earnings. Upon execution of the agreement,
the combined companies will offer one
of the most comprehensive and cost effective
product portfolios in the media and
entertainment distribution industry.
About Media and Entertainment.com Inc.
Media and Entertainment.com Inc. is
a technology/media company whose audio
and video streaming process enables
users to view all types of content online,
in full-screen format, at very high
speeds, superb quality and greatly reduced
costs.
This release contains forward-looking
statements within the meaning of Section
27A of the Securities Act of 1933, as
amended, including the completion of
the audit of Winsonic and all other
closing conditions, as well as, all
statements made in the immediate preceding
paragraph above. Forward-looking statements
may be identified through the use of
words such as "expects," "will," "anticipates,"
"estimates," "believes," or statements
indicating certain actions "may," "could,"
or "might" occur. Such forward-looking
statements involve risks and uncertainties.
The actual results may differ materially
from such forward-looking statements.
The company does not undertake to publicly
update or revise its forward-looking
statements even if experience or future
changes make it clear that any projected
results (expressed or implied) will
not be realized.
