(PRWEB) September 30, 2004
"REZconnnect Technologies, Inc. Changes in Control and Other Events. REZconnect Technologies, Inc. (OTCBB and stock symbol REZT) and Yourtravelbiz.com, Inc. ("Your Travel"), a privately held Illinois corporation, have today, September 17, 2004, entered into a Stock Exchange and Merger Agreement. Under such Merger Agreement, REZT will acquire all the shares of Your Travel. In consideration of such Merger, Your Travel's shareholders will receive newly issued restricted shares equal to a majority (50% plus one ) of the then issued and outstanding common shares and common share equivalents of REZT.
On the terms and subject to the customary conditions to closing set forth in the Merger Agreement (including stockholder approval), Your Travel will become a wholly-owned subsidiary of REZT. In addition, REZT will create two new subsidiaries prior to closing, YTB Travel Network, Inc. and REZconnect Technology, Inc. REZT's assets involved in the conduct of its travel booking business will be transferred to its newly created YTB Travel Network, Inc. subsidiary. Such closing is expected to occur in November but may be extended by the parties.
Upon consummation of the Merger, REZT will change its name to YTB International, Inc. and will change its stock symbol to YTBI. Registrant's Chairman will be J. Lloyd Tomer, currently Chairman of Your Travel, and REZT's CEO will be Michael Y. Brent, currently its Chairman and President. The President and CEO at the respective subsidiaries will be Derek Brent (REZconnect Technology, Inc.), J. Scott Tomer (Your Travel, the marketing sub) and J. Kim Sorensen (YTB Travel Network, Inc.). Following satisfaction of mandated closing conditions and the associated restructuring and combination, the renamed YTBI (formerly REZT) will seek to become exchange-listed, most likely with the American Stock Exchange.
As part of the Merger, current control persons of Your Travel (the "Tomer Group") and REZT (the "Brent Group") respectively will enter into a Stockholder Agreement that provides for certain cross voting provisions and related protections and control mechanisms as between the two groups. As a consequence, REZT will elect to be treated as a "controlled company" for purposes of the Sarbanes-Oxley Act (and thus the only one of its Board of Directors' committees to be comprised of a majority of independent directors called for under such Act will be its audit committee).
Concurrently, REZT has filed an Amendment to Registrant's Form 8-K filed August 26, 2004. The purpose of such Amendment is to (i) update the information contained in REZT's earlier Form 8-K consistent with its prior commitment to do so upon conclusion of the merger discussions then alluded to and (ii) advise all shareholders of the current status in view of a surge in trading then occurring in REZT's common shares on the Over the Counter Bulletin Board (OTCBB).
This Merger will be the subject of an Information Statement to be filed by REZT shortly with and reviewed by the staff of the Securities and Exchange Commission pursuant to Regulation 14C promulgated pursuant to the Securities Exchange Act of 1934. Pending release of the Information Statement (and any associated release), neither REZT, Your Travel nor their principals will respond to any questions related to this Merger transaction."