October 22, 2004
Datascension Inc. Considers Spin-Off
of Call Center Subsidiary.
LAS VEGAS, Oct 22, 2004 (BUSINESS WIRE) --
Datascension Inc. (DTSN) announced today that the board of directors
is considering a spin-off of its wholly owned subsidiary,
Datascension International Inc. ("the subsidiary"), with operations
in California, Costa Rica and the Dominican Republic. Company
management stated that the initiation, timing, and completion of the
proposed spin off will be subject to market and other conditions,
including receipt by the company of a favorable private letter
ruling from the Internal Revenue Service as to the tax-free nature
of the contemplated spin-off.
The company proposes to eventually distribute 83.59% of the issued
and outstanding shares of the subsidiary's common stock, pro rata,
to all of its stockholders of record of Datascension Inc. Initially,
each stockholder will receive one share of the subsidiary's common
stock for each 60 shares of common stock of Datascension Inc. owned;
this initial dividend will be 55.56% of the issued and outstanding
shares of the subsidiary. The record date for this initial dividend
will be Nov. 15, 2004. A subsequent dividend of an additional 28.03%
may be distributed simultaneously with the effectiveness of a
Registration Statement to be filed at a future date with the
Securities and Exchange Commission. The second distribution will be
given pro rata to the shareholders holding shares of Datascension
Inc. (the parent company) on the date of the effectiveness of the
Registration Statement. The remaining 16.41% would be retained by
the parent company.
Shareholders will not be required to pay cash or provide any other
consideration, or to surrender or exchange any shares of common
stock in order to receive the distribution of Datascension
International common stock.
In order to be eligible to receive the dividend shares, shareholders
need to be bona fide shareholders in Datascension Inc. as of the
record date of the dividends. Shareholders need to be able to prove
ownership of the parent company shares if so requested by the
company prior to issuance of the dividend shares. Datascension
International common stock received as a result of the spin-off will
be recorded in book-entry form by the company and the transfer agent
exclusively. Holders will receive a letter of ownership from the
company indicating the number of shares credited to their account.
Upon the effectiveness of the Registration Statement, certificates
evidencing ownership in Datascension International will be sent to
shareholders.
Given the nature of the transaction, any holder of Datascension Inc.
common stock who sells shares on or before the dividend record date
will also be selling their entitlement to receive shares of
Datascension International common stock in the spin-off.
Furthermore, if you sell your shares in Datascension Inc. after the
first dividend and the spin-off is not consummated, you will have
sold and given up all of your ownership rights in the company.
Investors are encouraged to consult with their financial advisors
regarding the specific implications of selling Datascension common
stock before and/or after the spin-off.
This press release shall not constitute an offer to sell or
solicitation of an offer to buy any securities.
About Datascension International
Datascension International, a premier data solutions company with
operations in California, Costa Rica and the Dominican Republic,
embodies a unique expertise in the collection, storage, processing
and interpretation of marketing data. Employing hundreds of
bilingual professionals, the company is rapidly becoming one of the
largest Spanish-speaking call centers. The company's commitment to
customer service, quality and on-time project management has
fostered its world-class reputation among major market research
firms and corporate market research departments.
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995: Certain statements made in this press release contain
certain forward-looking statements that involve a number of risks
and uncertainties. In addition to the matters described above, the
company's ability to initiate and complete the contemplated
transactions described above will depend upon a number of factors
including overall economic conditions, general stock market
conditions and the continuing results of the company, as well as the
risk factors listed from time to time in the SEC filings of
Datascension Inc..
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