Conversay Raises $1,150,000 and Embarks on Reverse Merger
Dear Shareholders:
Conversational Computing Corporation Enters into Letter of Intent to Merge with Here Enterprises, Inc.
Seattle, Washington--(BUSINESS WIRE) - September 24, 2008—Conversational Computing Corporation (“Conversay”), a world leader in speech technology for mobile devices, today announced that it has entered into a Letter of Intent to merge with Here Enterprises, Inc. (“HRTE”) (OTCBB:HRTE - News), a Nevada based corporation, the merger is conditioned upon completion of due diligence by the parties, certain regulatory requirements, and approval of the requisite number of shareholders voting for the proposed transaction.
Conversay’s Board of Directors, once final documents have been completed and regulatory compliance has been obtained, will recommend to its shareholders that they vote to approve the proposed merger with HTRE based on an anticipated share exchange ratio of 40 Conversay common shares for 4 common shares of HRTE. In addition, it is anticipated that Conversay shareholders will receive one common stock purchase warrant, with a life of three years from the date of the closing of the proposed transaction and an exercise price of $4.00. The Letter of Intent anticipates the parties will enter into a definitive merger agreement within 60 days. Conversay will become a wholly-owned subsidiary of HRTE. HRTE’s operating subsidiary will be sold to HRTE’s controlling shareholders, at the time of the closing of the merger. There is no guarantee that the parties will agree upon a binding Agreement of Merger and that the transaction will ultimately close.
Cal Mitchell, CEO of Conversay comments, “Raising needed capital to fund the continuing development of our speech technology and interfaces while retaining our leadership role in voice recognition technology is imperative.” He continues, “We are very excited to be working with our investment advisors to expand our company from the private to the public sector. We believe Conversay’s investors are best served through this transaction.” Roger Williams, Chief Executive Officer of HRTE agrees and states, “We are pleased to announce that we have signed a Letter of Intent to merge with Conversay. We look forward to communicating news about exciting developments in upcoming weeks and months.”
Midtown Partners & Co., LLC, the Tampa, Florida based investment bank engaged by Conversay to assist in funding and financial advisory services, advised Conversay on the proposed merger.
More detailed information concerning the merger and related transactions will be announced as detailed information becomes available.
About Conversay
Conversational Computing Corporation is a world leader in speech technology and interfaces for mobile devices. Conversay's speech engine is industry-acknowledged for its small footprint, rapid execution, and high recognition accuracy in extreme noise. It is compatible with a wide range of embedded devices including cell phones, smartphones, enterprise-class PDA's, avionics, telematics, and custom platforms, and currently have deployed millions of units worldwide. For more information about the company, go to www.conversay.com.
About Here Enterprises Inc.
Through our subsidiary Here Network Corp. we operate a website dining guide at www.dinehere.ca called Dine Here. The website contains restaurant listings for British Columbia including Greater Vancouver, Victoria and Whistler.
Safe Harbor" Statement under Private Securities Litigation Reform Act of 1995
This press release contains certain forward-looking statements based on the Conversay’s current expectations, forecasts and assumptions that involve risks and uncertainties. Forward-looking statements include statements regarding the Company's expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words and include statements regarding the planned and/or anticipated benefits to users of the Conversay's products and the timing of distribution of such products. Forward-looking statements in this release are based on information available to the Conversay as of the date hereof. Conversay's actual results may differ materially from those stated or implied in such forward-looking statements due to risks and uncertainties associated with the Conversay's business, which include the Conversay's ability to execute its business strategy and the other risk factors. Conversay assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.
Contact:
Here Enterprises, Inc.
Roger Williams, Chief Executive Officer
927 Kelvin Street, Coquitlam, BC V3J 4W7, Canada
Telephone: (778) 785-0007
Conversational Computing Corporation
Cal Mitchell, Chief Executive Officer
15375 NE 90th Street, Redmond, WA 98052
Telephone: (425) 895-1800
Email: CMitchell@conversay.com
