RealTime IT News

Infotopia, EntrePort to Merge

E-learning company EntrePort Corp., which operates several real estate-oriented education sites, said it will merge with health products marketer Infotopia Inc. in an all-stock deal and then spinoff its existing business to shareholders.

Infotopia Inc., based in Ohio with a corporate parent in Nevada, produces and markets a line of health, fitness and consumer products to consumers through marketing channels that include infomercials, distributor alliances and e-commerce.

Vista, Calif.-based EntrePort is expected to change its name to Infotopia and then apply to the American Stock Exchange for a symbol change to IFT.

The complex deal begins with EntrePort executing a 1-for-18.55 reverse split of its common stock.

The company said it would then transfer all of its assets and liabilities to a wholly owned subsidiary (to be spun off, but retaining the EntrePort name) and will distribute shares of stock in the subsidiary to existing EntrePort shareholders.

EntrePort would then acquire all the assets and liabilities of Infotopia by issuing 13.1 million units to parent company Infotopia Nevada -- each unit consisting of one share of EntrePort common stock, a warrant to purchase half a share at $5 per share and a warrant to purchase a quarter of a share at $10 per share.

EntrePort's subsidiary will receive $500,000 in the transaction.

Infotopia Nevada will hold approximately 85 percent ownership in the new share structure in EntrePort after the transaction is completed.

"Upon careful analysis, we believe that our decision to complete this transaction with EntrePort will enable us to achieve a proper valuation of our company," said Daniel Hoyng, CEO of Infotopia. "The ability to move to AMEX and to attract financial institutions that specialize in mid-cap markets will ultimately benefit Infotopia's shareholders."

EntrePort, which operates real estate training subsidiaries University.com and iSucceed.com, was trading at 13 cents a share in the early going today, so clearly a reverse stock split will help bolster the share price. Infotopia was up seven cents to 32 cents a share.