PALM BEACH GARDENS, Fla., Jan. 15, 2004 (PRIMEZONE) -- eCom eCom.com, Inc. (OTCBB:ECEC) today announced that it has completed the Asset Purchase Agreement between American Capital Holdings, Inc. (ACH) and eCom's recently spun-off subsidiary, USA SportsNet Company (USASN), in which it agreed to acquire the assets of American Capital Holdings, Inc. (ACH). The underlying values resulted in USASN shareholders receiving $12,488,780 net equity, which in turn resulted in 2,497,756 shares to be issued at $5.00 a share. Shares will be sent to shareholders after the registration statement to remove the restricted legend is completed. ACH will be issued 47,457,356 total shares, which include all shares and warrants to be issued in their 'GPICS(TM)' offering of $250,000,000, if fully subscribed.
The net result to eCom shareholders is: (1) they will retain their ECEC share holdings; (2) USASN spin off created the aforementioned value for the (ECEC) shareholders who participated in the January 5th 2004 date of record for ownership. The company then acquired ACH for 47,457,356 shares, which will be used in conjunction with ACH's $250,000,000 ($5.00 per share) "Guaranteed Principal Insured Convertible Security offering (GPIC's(TM)"). (3) American Capital Holdings, Inc.; intends to apply for listing on the American Stock Exchange.
David J. Panaia, eCom Chairman stated, "The commitment of our team to see this acquisition to completion never wavered. We will continue to stand by our goal of returning value to our investors. American Capital Holdings validated our belief by their recent announcement of the asset equity acquisition of Spaulding Ventures LLC in a $10,875,000 asset equity purchase, demonstrating both to us and our shareholders that we made the right decision. eCom has entered into a memorandum of understanding with American Capital Holdings, Inc. regarding four (4) of ACH's portfolio companies in additional spin offs, which will be announced upon completion of the closing documents.
Barney A. Richmond, the newly appointed Chairman and President of American Capital Holdings, Inc. stated, "ACH is the byproduct of over two years of work. Our business model is based on the utilization of our proprietary investment vehicles such as "ETIP's(TM)" and 'GPICS' which are both principal guaranteed securities. They will be used to raise capital in the public market place to make majority capital acquisitions of emerging growth companies. Today marks the new beginning for all of us who are a part of this company and I not only call out to our Board of Directors and management but to our shareholders, enlisting all of their support to insure our success. Our shareholders should assist us to identify potential opportunities furthering shareholder values. Our company was founded by investors for investors. Our philosophy is investors are the life-blood of this company and we stand side by side with each and every one in order to insure success."
Richmond further stated, "Prior to this press release American Capital Holdings, Inc. and its affiliates have collectively acquired 1,662,000 shares of eCom eCom.com, Inc (ECEC) common stock in the open market over the past three (3) weeks. Because we believe in the future opportunities which exist within eCom today, it is our intent to continue buying ECEC shares over the course of the next several months. Accordingly, when our stock position approaches five percent (5%) level we plan to file the required 13g documentation with the United States Security and Exchange commission.
About American Capital Holdings, Inc.
Founded in June 2003 American Capital Holdings, Inc.; now a publicly owned Florida Corporation formed for the purpose of making majority capital acquisitions primarily in developed entities. The Company owns majority controlling interests in Cornerstone Energy Partners LP, 21st Century Exploration Corporation and Freedom 4 Wireless, Inc. ACH intends to invest primarily in energy exploration, technology, consumable goods, communications, manufacturing and governmental suppliers. The Company has developed proprietary secured funding programs specifically designed for the exploration of oil and gas in the United States, Energy Tax Incentive Preferred Securities(TM) ("ETIPS"). The "ETIPS" securities are designed to pass through oil and gas well tax investment drilling credits and depletion tax allowances directly to the investors. Usually, the cost of the oil and gas well investment is written off over a three (3) year period. In addition to "ETIPS" ACH has developed Guaranteed Principal Insured Convertible Security(TM) ("GPIC'S") as an investment grade product for insurance companies as well as the financial community. "ETIPS" & "GPIC'S" are trademarked by American Capital Holdings and have process business patent applications pending.
Statements in this news release that are not descriptions of historical facts are forward-looking statements that are subject to risks and uncertainties. Words such as "expect," "intends," "believes," "plans," "anticipates," "approximately," and "likely," also identify forward-looking statements. All forward-looking statements are based on current facts and analyses. Actual results may differ materially from those currently anticipated due to a number of factors including, but not limited to history of operating losses, anticipated future losses, competition, future capital needs, the need for market acceptance, dependence upon third parties, disruption of vital infrastructure, disruption of communications services marketplace, and due to natural disaster. All forward-looking statements are made pursuant to the Securities Litigation Reform Act of 1995.
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