BEIJING, May 29 /Xinhua-PRNewswire/ -- PacificNet Inc. (Nasdaq: PACT), a leading provider of e-commerce and gaming technology in China, announced the following market updates today:
1. PACT will release its un-audited fourth quarter and audited full year 2007 earnings results on or before June 9, 2008. Q1 2008 earnings will be released on or before June 23, 2008.
2. As previously reported by PacificNet Inc. on a current report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2008, Ziria Enterprises Limited did not deliver to PacificNet the share certificates of Emperor Holdings Limited, the legal owner of Octavian International Limited. As a result of Ziria's failure to deliver the share certificates, which was a condition to closing the acquisition of Octavian, on May 21, 2008, the Company, Ziria, PacificNet Games International Corporation, Octavian and Emperor Holdings Limited terminated the agreement to acquire Octavian. Under the acquisition agreement, if the transaction had been consummated, PacificNet was obligated to issue, in the aggregate, 2,330,000 restricted shares of PACT representing approximately 19.5% of PacificNet's outstanding shares and cash of up to $18,900,000, which would have been paid upon the completion of certain net profit performance targets.
All parties involved have agreed not to complete the merger but will remain distribution partners of complimentary products in each others respective markets.
As a result of the failure of the Octavian acquisition to be consummated and the termination of the acquisition agreement, on May 21, 2008, Mr. Harmen Brenninkmeijer, Chief Executive Officer of Octavian, resigned as a member of the Board of Directors of PacificNet. It was a condition to the closing of the acquisition of Octavian that Mr. Brenninkmeijer be appointed to the Board of Directors. There was no disagreement between Mr. Brenninkmeijer and PacificNet on any matter relating to PacificNet's operations, policies or practices.
3. On May 21, 2008, the Company received a letter from The NASDAQ Stock Market that it has not received the Company's Form 10-Q for the period ended March 31, 2008, as required by Marketplace Rule 4310(c)(14). This serves as an additional basis for delisting the Company's securities from The NASDAQ Stock Market and will be considered by the NASDAQ Listing Qualifications Panel (the "Panel”) in rendering a determination regarding the Company's continued listing on The NASDAQ Global Market. NASDAQ Marketplace Rule 4310(c)(14) requires the Company to file all required reports with NASDAQ on or before the date they are required to be filed with the Securities and Exchange Commission.
The Company may present its views with respect to this additional deficiency at its Panel hearing scheduled for June 12, 2008. In the event the Company fails to address the deficiency reflected in the Deficiency Letter, the Panel will consider the record as presented at the hearing and will make its determination with respect to continued listing of the Company's securities based upon that information. There can be no assurance that the Panel will grant the Company's request for continued listing.
About PACT
PacificNet (PACT) is a leading provider of gaming and mobile game technology worldwide with a focus on emerging markets in Asia, Latin America and Europe. PacificNet's gaming products are localized to their specific markets creating an enhanced user experience for players and larger profits for operators. PacificNet's gaming clients include the leading hotels, casinos, and gaming operators in Macau, Europe and elsewhere around the world. PacificNet also maintains legacy subsidiaries in the call center and ecommerce business in China. PacificNet employs about 500 staff in its various subsidiaries with offices in the US, Hong Kong, Macau, and China. For more information please visit http://www.PacificNet.com .
Safe Harbor Statement
This Company's announcement contains forward-looking statements. We may also make written or oral forward-looking statements in our periodic reports to the SEC on Forms 10-K, 10-Q, 8-K, etc., in our annual report to shareholders, in our proxy statements, in press releases and other written materials and in oral statements made by our officers, directors or employees to third parties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, PacificNet's historical and possible future losses, limited operating history, uncertain regulatory landscape in China, and fluctuations in quarterly and annual operating results. Further information regarding these and other risks is included in PacificNet's Form 10K and other filings with the SEC.
