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Reverse Take-Over: Fiberoptic One Becomes GlobeeCom
International
MONTREAL, QUEBEC--(CCNMatthews - Sept. 17, 2004) - Following a reverse take-over, the common shares of Trois-Rivieres-based GlobeeCom International Inc. (formerly "Fiberoptic One Inc.") ("GlobeeCom" or the "Company") will be traded on the TSX Venture Exchange starting September 20, 2004. The Company's ticker symbol will be GBC (replacing FBO.P).
A leader in virtual meetings
GlobeeCom offers online collaboration solutions using IP technology. Its main product, GlobeMeeting, allows the holding of virtual meetings that replicate all the aspects of a meeting room such as audio and video communication, interactive application sharing and recording of deliberations. GlobeMeeting is the product of choice for e-learning, customer support, Web conferencing, presentations, training and personalized interactive online meetings.
Reverse take-over
The Company, a capital pool company whose common shares were listed on the TSX Venture Exchange under the ticker symbol FBO.P, completed its Qualifying Transaction by acquiring all the issued and outstanding shares of GlobeeCom Inc. (prior to the acquisition, "GlobeeCom International Inc.") (the "Subsidiary"). In payment for the Subsidiary's shares, the Company has issued the vendors 8,500,000 common shares of its share capital. The vendors now hold 57.86% of the shares of the Company (taking into account the common shares acquired by one of the vendors as part of the private placement), which then changed its name to GlobeeCom International Inc.
Simultaneously with the Qualifying Transaction, GlobeeCom completed a private placement of 3,375,000 common shares, at a price of $0.20 per share, for a total amount of $675,000. These common shares are subject to a mandatory holding period of four months beginning September 10, 2004.
Following these transactions, GlobeeCom's shareholder base is structured as follows:
- GlobeeCom vendor shareholders 8,500,000 49.2%
- Former Fiberoptic shareholders 5,408,567 31.3%
- Shares acquired as part of the private placement 3,375,000 19.5%
- TOTAL 17,283,567 100.0%
Two shareholders hold more than 10% of GlobeeCom's outstanding common shares: Societe Innovatech Quebec Chaudiere-Appalaches, with 21.8%, and Societe en commandite T2C2/Info, with 13.9%.
Directors and officers
Mr Erick Caron is now GlobeeCom's president and CEO. Before taking the helm of the Subsidiary in November 2003, Mr. Caron spent 12 years with AT&T and its spin-offs Lucent Technologies and Avaya in Canada and in Europe, where he managed this IT company's business development in Europe, the Middle East and Africa.
GlobeeCom's Board of Directors consists of the following individuals:
Richard Laferriere,
Chairman of the Board President and CEO, FRV Media Inc.
Jacques Begin
Corporate director
Erick Caron
President and CEO, GlobeeCom International inc.
Francis Fortier
Director, Investments, Innovatech Quebec
Claire Jodoin Lassonde
President, Sofinat Ltee
Carolyne Lassonde,
Corporate Secretary Attorney
Alain Gourd
President, Alain Gourd Communications
Jacques Gagne
Consultant and corporate director for high-tech firms
Yvon Cyrenne
Vice-President, Raymond Chabot Grant Thornton
Escrow agreements
Furthermore, there are three escrow agreements now in force concerning a total number of 9,723,249 common shares, of which 260,086 were released from escrow immediately after the issue of the Exchange Final Bulletin on September 17, 2004. A total number of (i) 1,680,750 common shares remain in escrow in accordance with the shares escrow agreement dated August 3, 2001, (ii) 660,021 common chares remain in escrow in accordance with a value security escrow agreement dated September 9, 2004, and (iii) 7,122,392 common shares remain in escrow in accordance with a surplus security escrow agreement dated September 9, 2004. Thus a total number of 9,463,163 common shares remain in escrow after the issue of the Exchange Final Bulletin and will be released in accordance with the provisions of the applicable escrow agreements and the policies of the TSX Venture Exchange.
Stock option plan
Further to the approval by GlobeeCom's shareholders of an amendment to the Company's stock option plan at the Annual General and Special Meeting of Shareholders held on September 9, 2004, the Company may now grant options to purchase a total number of 1,728,357 common shares. As of the date of this press release, options to purchase a total number of 1,536,284 common shares have already been granted.
Annual General and Special Meeting
At the Annual General and Special Meeting held September 9, 2004, the Company's shareholders approved all the resolutions submitted to the Meeting, notably in respect of the GlobeeCom acquisition, the name change from Fiberoptic One Inc. to GlobeeCom International Inc., the private placement, and the amendment to the stock option plan. The shareholders also approved the change of auditors, PricewaterhouseCoopers being replaced by Samson Belair/Deloitte & Touche. Following the reverse take-over, the Company's fiscal year-end remains unchanged at December 31 of each year. Thus the Company will publish quarterly financial statements for the quarters ending March 31, June 30 and September 30 of each year.
Additional information
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. The reader will find additional information concerning GlobeeCom and the qualifying transaction in the Notice of Annual General and Special Meeting and in the Information Circular dated August 11, 2004, available at the Company's head office, on its website at www.globeecom.com or online from Sedar at www.sedar.com.
About GlobeeCom
Through its Subsidiary GlobeeCom Inc., GlobeeCom International Inc. develops online collaboration software for IP networks. A technology builder in sync with market needs, GlobeeCom develops profitable, effective solutions for small, mid-sized and large enterprises in both the public and private sectors.
FOR FURTHER INFORMATION PLEASE CONTACT:
GlobeeCom International Inc.
Erick Caron
President and CEO
+1 (819) 374-9896, ext. 326
ecaron@globeecom.com

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