EXHIBIT 99.1
ASPi Europe, Inc.
0000 Xxxx 00xx Xxx
Xxxxxxxxx, XX X0X 0X0
Xxxxxx
(000) 000-0000
Fax (000) 000-0000
OTCBB: "ASPQ"
June 12, 2001
ASPI EUROPE, INC. ENTERS INTO AN AGREEMENT TO ACQUIRE
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GROWTHEXPERTS GROUP INC.
VANCOUVER, BRITISH COLUMBIA - ASPi Europe, Inc. (the "Company") (OTCBB: "ASPQ")
announced today that it has executed an agreement (the "Agreement") to acquire
all of the issued and outstanding equity securities of GrowthExperts Group Inc.
("GrowthExperts"), as provided for in the Letter of Intent among the parties
previously announced on April 30, 2001.
Subject to terms of the Agreement, the Company will acquire all of
GrowthExperts' outstanding equity securities in exchange for 9,750,000 shares of
common stock of the Company. In addition, the Company will assume all options to
purchase equity securities of GrowthExperts.
The Agreement calls for the appointment of two representatives of GrowthExperts
to the Company's board of directors and for senior executives of GrowthExperts
to assume similar senior roles in the Company upon the closing of the Agreement.
The Company intends to change its name to GrowthExperts Group Inc. subject to
shareholder approval at the next annual meeting of shareholders of the Company.
The closing of the Agreement is also subject to certain conditions, including,
but not limited to, the closing of a private placement in which at least $1.5
million is raised in gross proceeds to the Company. There can be no assurance
that the proposed transaction will be completed.
The shares of common stock to be issued in connection with the proposed
transaction and financing will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States unless such securities are registered under
the Securities Act or offered in compliance with an applicable exemption from
such registration requirements. In addition, the shares of common stock and
stock options by the Company being issued to GrowthExperts' shareholders and
optionholders in accordance with the Agreement, will be subject to additional
resale restrictions imposed by the Company.
ABOUT GROWTHEXPERTS GROUP INC.
GrowthExperts was founded in August 1999 to meet the increasing demand for
outsourced sales and customer relationship management ("CRM") services. Since
its formation, GrowthExperts has sought to achieve its goal of becoming a high
quality and innovative provider of outsourced sales, marketing and data
management services to its expanding client base. GrowthExperts offers its
clients a scalable, cost effective and results orientated sales and marketing
solution for acquiring and managing customers that combines trained sales
professionals and sales/CRM technology.
GrowthExperts has approximately 350 employees at its two customer interactive
centers located in New Westminster and Nanaimo, British Columbia. Current and
past clients of GrowthExperts include AT&T, Cingular/CellularOne, E*Trade,
VoiceStream, Xxxx Canada, and Direct TV. To learn more about GrowthExperts'
services, please reference GrowthExperts' website at xxx.xxxxxxxxxxxxx.xxx.
THE SEC AND NASD HAVE NOT REVIEWED AND DO NOT ACCEPT RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS RELEASE.
This press release contains statements that constitute "forward looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements, to differ materially from the anticipated results, performance
or achievements expressed or implied by such forward-looking statements.
Forward-looking statements in this release include statements regarding the
completion of the proposed acquisition on the terms anticipated by the Company
or at all; and receipt of financing necessary to complete the proposed
acquisition. Factors that could cause actual results to differ materially from
anticipated results include: risks associated with our limited operating history
and history of losses; risks associated with our current financial condition and
lack of working capital; risks associated with our potential inability to
attract additional financing on terms acceptable to us or at all; risks
associated with our inability to close the definitive agreement for the proposed
transaction on terms acceptable to us or at all; and other risks and
uncertainties detailed in our Form 10-K filed with the United States Securities
and Exchange Commission. We disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
