BOCA RATON, Fla., March 13 /PRNewswire-FirstCall/ -- JAG Media Holdings, Inc. (OTC Bulletin Board: JAGH) announced today that it has entered into a letter of intent with CardioGenics Inc. and its principal stockholder, pursuant to which CardioGenics will be acquired by JAG Media through its subsidiaries (CardioGenics ExchangeCo, Inc., an Ontario, Canada corporation wholly-owned by CardioGenics CallCo, Inc., also an Ontario, Canada corporation that will be wholly-owned by JAG Media). In consideration of the acquisition of CardioGenics by one of JAG Media's Ontario subsidiaries, CardioGenics stockholders shall be issued at the closing, in exchange for all of the CardioGenics shares, a number of convertible preferred shares of such Ontario subsidiary which, upon conversion, shall result in the issuance of a number of shares of JAG Media common stock equal to eighty-five percent (85%) of JAG Media's outstanding common stock (on a fully diluted basis) as of the closing date, assuming (for purposes of this calculation) that the shares of common stock resulting from the conversion of the preferred shares were issued at the closing. CardioGenics stockholders will have the option to receive their pro-rata apportionment of the Ontario subsidiary's convertible preferred shares or, in lieu thereof, may elect to receive directly their pro-rata apportionment of JAG Media common shares. The JAG Media Ontario subsidiaries will be established prior to the closing.
The shares of JAG Media common stock to be received by stockholders of CardioGenics at the closing would not be registered for sale with the U.S. Securities and Exchange Commission and would, therefore, be subject to the rights and restrictions of Rule 144. Shares of JAG Media common stock issued to the Ontario subsidiary stockholders upon conversion of their preferred shares after the closing may not be registered for sale with the U.S. Securities and Exchange Commission prior to six (6) months f
|SOURCE JAG Media Holdings, Inc.|
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