HealthStar Corp. Announces the Acquisition of M2 Limited, a Multilingual Management and Localization Services Company

Apr 03, 2001, 01:00 ET from HealthStar Corp. from ,M2 Limited

    AVENTURA, Fla., and MONTGOMERY VILLAGE, Md., April 3 /PRNewswire/ --
 HealthStar Corp. (OTC Bulletin Board:   PPOS.OB) today announced the closing of
 its acquisition of all of the issued and outstanding common stock of M2
 Limited ("M2"), a wholly owned subsidiary of Salesmation.com Inc.
 ("Salesmation").  The February 14, 2001 definitive agreement called for
 HealthStar to issue 4,000,000 new shares of its common stock to Salesmation
 and for M2 to be essentially debt free as of the closing.  Pursuant to a March
 15, 2001 amendment, the parties agreed that 1,500,000 of the shares issued to
 Salesmation will be held in escrow and subject to forfeiture pending M2
 achieving certain financial benchmarks in consideration for M2 being permitted
 to have approximately $306,000 of debt.  Specifically, the escrowed shares
 will be forfeited unless M2 achieves revenue and EBITDA in amounts either (i)
 equal to or greater than $2,000,000 and $88,000, respectively, for the six-
 months ending September 30, 2001; or (ii) equal to or greater than $4,500,000
 and $277,000, respectively, for the twelve-months ending March 31, 2002.
 Revenues (audited) of M2 for its fiscal year ended August 31, 2000 were
 approximately $3,200,000.  M2 incurred a net loss (audited) for its fiscal
 year of approximately $116,000.
     Founded in 1979 as a producer of multimedia industrial training programs
 for the government and industries in Latin America, M2 now competes in the
 multilingual management and localization services sector, providing
 globalization and localization consulting services to international
 businesses.  Building upon its 22 years of experience in the global
 marketplace and the core translation expertise of its Language Group, M2 now
 provides a full range of multilingual communication, management and consulting
 services, which enables its clients to deploy their products and services on a
 worldwide basis.
     Upon the closing, M2 Limited became a wholly owned subsidiary of
 HealthStar.  The transaction was structured as a tax-free exchange and was
 subject to customary conditions including the receipt of a fairness opinion
 satisfactory to HealthStar from a noted investment-banking firm, which was
 delivered to HealthStar prior to the closing.  The transaction was not subject
 to the approval of HealthStar's shareholders.  The HealthStar shares issued to
 Salesmation are subject to a lock-up provision pursuant to which the shares
 may not be sold, pledged or otherwise transferred for a period of one year
 from the closing.  Salesmation has also agreed that HealthStar's Board of
 Directors will be vested with the right to vote the shares, to the extent
 permitted by applicable law, for as long as Salesmation owns the shares.
     Upon closing, Edward M. Chism, resigned from his position as President and
 CEO of HealthStar but will remain as Chairman of the Board.  Mr. Zirk
 Engelbrecht, who had previously served as a consultant to HealthStar, was
 appointed as HealthStar's new President and CEO and a director of its Board
 (replacing Dr. Luis A. Queral who resigned from the Board earlier this year).
 Mr. Michael R. Pellet, President and Chief Executive Officer of M2, and Mr.
 Andre-Paul Pellet, Senior Vice President of M2 were named directors of
 HealthStar's Board.
     Commenting on the acquisition, Mr. Engelbrecht, the new President and CEO
 of HealthStar, explained, "We believe that M2 Limited will benefit
 substantially from HealthStar's resources and access to the public markets.
 We also believe, having searched for nearly a year to redeploy HealthStar's
 cash after the sale of its operating subsidiaries in April of 2000, that M2
 Limited provides the best combination of growth potential and relative
 stability for our shareholders."
     M2 Limited's President and CEO, Michael R. Pellet, said, "The acquisition
 by HealthStar of M2 Limited gives us the financial resources and corporate
 leadership to continue to expand the depth and breadth of services to our
 existing clients while acquiring new clients.  Specifically, we intend to
 increase our staff of account executives and project managers to allow greater
 client support, increase the on-site presence of project managers at our
 client's locations, develop additional translation resources and capabilities,
 and expand the application of the latest technology to the localization
 process.  In short, we see our acquisition by HealthStar as a means to
 accelerate our growth."
 
     This press release contains "forward-looking statements" within the
 meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934,
 as amended by the Private Securities Litigation Reform Act of 1995. Those
 statements include statements regarding the intent, belief or current
 expectations of HealthStar Corp. and members of its management as well as the
 assumptions on which such statements are based. Prospective investors are
 cautioned that any such forward-looking statements are not guarantees of
 future performance and involve risks and uncertainties, and that actual
 results may differ materially from those contemplated by such forward-looking
 statements. Important factors currently known to management that could cause
 actual results to differ materially from those in forward-statements include,
 but are not limited to, fluctuation of operating results and the ability to
 compete successfully.  HealthStar undertakes no obligation to update or revise
 forward-looking statements to reflect changed assumptions, the occurrence of
 unanticipated events or changes to future operating results.
 
 

SOURCE HealthStar Corp.; M2 Limited
    AVENTURA, Fla., and MONTGOMERY VILLAGE, Md., April 3 /PRNewswire/ --
 HealthStar Corp. (OTC Bulletin Board:   PPOS.OB) today announced the closing of
 its acquisition of all of the issued and outstanding common stock of M2
 Limited ("M2"), a wholly owned subsidiary of Salesmation.com Inc.
 ("Salesmation").  The February 14, 2001 definitive agreement called for
 HealthStar to issue 4,000,000 new shares of its common stock to Salesmation
 and for M2 to be essentially debt free as of the closing.  Pursuant to a March
 15, 2001 amendment, the parties agreed that 1,500,000 of the shares issued to
 Salesmation will be held in escrow and subject to forfeiture pending M2
 achieving certain financial benchmarks in consideration for M2 being permitted
 to have approximately $306,000 of debt.  Specifically, the escrowed shares
 will be forfeited unless M2 achieves revenue and EBITDA in amounts either (i)
 equal to or greater than $2,000,000 and $88,000, respectively, for the six-
 months ending September 30, 2001; or (ii) equal to or greater than $4,500,000
 and $277,000, respectively, for the twelve-months ending March 31, 2002.
 Revenues (audited) of M2 for its fiscal year ended August 31, 2000 were
 approximately $3,200,000.  M2 incurred a net loss (audited) for its fiscal
 year of approximately $116,000.
     Founded in 1979 as a producer of multimedia industrial training programs
 for the government and industries in Latin America, M2 now competes in the
 multilingual management and localization services sector, providing
 globalization and localization consulting services to international
 businesses.  Building upon its 22 years of experience in the global
 marketplace and the core translation expertise of its Language Group, M2 now
 provides a full range of multilingual communication, management and consulting
 services, which enables its clients to deploy their products and services on a
 worldwide basis.
     Upon the closing, M2 Limited became a wholly owned subsidiary of
 HealthStar.  The transaction was structured as a tax-free exchange and was
 subject to customary conditions including the receipt of a fairness opinion
 satisfactory to HealthStar from a noted investment-banking firm, which was
 delivered to HealthStar prior to the closing.  The transaction was not subject
 to the approval of HealthStar's shareholders.  The HealthStar shares issued to
 Salesmation are subject to a lock-up provision pursuant to which the shares
 may not be sold, pledged or otherwise transferred for a period of one year
 from the closing.  Salesmation has also agreed that HealthStar's Board of
 Directors will be vested with the right to vote the shares, to the extent
 permitted by applicable law, for as long as Salesmation owns the shares.
     Upon closing, Edward M. Chism, resigned from his position as President and
 CEO of HealthStar but will remain as Chairman of the Board.  Mr. Zirk
 Engelbrecht, who had previously served as a consultant to HealthStar, was
 appointed as HealthStar's new President and CEO and a director of its Board
 (replacing Dr. Luis A. Queral who resigned from the Board earlier this year).
 Mr. Michael R. Pellet, President and Chief Executive Officer of M2, and Mr.
 Andre-Paul Pellet, Senior Vice President of M2 were named directors of
 HealthStar's Board.
     Commenting on the acquisition, Mr. Engelbrecht, the new President and CEO
 of HealthStar, explained, "We believe that M2 Limited will benefit
 substantially from HealthStar's resources and access to the public markets.
 We also believe, having searched for nearly a year to redeploy HealthStar's
 cash after the sale of its operating subsidiaries in April of 2000, that M2
 Limited provides the best combination of growth potential and relative
 stability for our shareholders."
     M2 Limited's President and CEO, Michael R. Pellet, said, "The acquisition
 by HealthStar of M2 Limited gives us the financial resources and corporate
 leadership to continue to expand the depth and breadth of services to our
 existing clients while acquiring new clients.  Specifically, we intend to
 increase our staff of account executives and project managers to allow greater
 client support, increase the on-site presence of project managers at our
 client's locations, develop additional translation resources and capabilities,
 and expand the application of the latest technology to the localization
 process.  In short, we see our acquisition by HealthStar as a means to
 accelerate our growth."
 
     This press release contains "forward-looking statements" within the
 meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934,
 as amended by the Private Securities Litigation Reform Act of 1995. Those
 statements include statements regarding the intent, belief or current
 expectations of HealthStar Corp. and members of its management as well as the
 assumptions on which such statements are based. Prospective investors are
 cautioned that any such forward-looking statements are not guarantees of
 future performance and involve risks and uncertainties, and that actual
 results may differ materially from those contemplated by such forward-looking
 statements. Important factors currently known to management that could cause
 actual results to differ materially from those in forward-statements include,
 but are not limited to, fluctuation of operating results and the ability to
 compete successfully.  HealthStar undertakes no obligation to update or revise
 forward-looking statements to reflect changed assumptions, the occurrence of
 unanticipated events or changes to future operating results.
 
 SOURCE  HealthStar Corp.; M2 Limited