Merger Delayed for Lack of Proxies

White Plains, N.Y.-based adjourned a shareholder’s meeting until Monday after discovering that not enough proxies had reached its stock transfer agent to approve a merger with E-Stamp.

The merger, first announced last April, requires the affirmative vote of a majority of all outstanding shares of Learn2 common stock.

Stephen P. Gott, president and CEO of Learn2, said that although more than 95 percent of the shares submitted had voted in favor of the merger, not enough proxies were in.

Gott said Learn2 has been advised by Mountain View, Calif.-based E-Stamp that the merger was approved today by its stockholders.

It seems likely the deal will indeed go through and that this is just a hiccup. Making this happen is important for E-Stamp, which has jettisoned its transportation management solutions business and sold its Internet postage assets as well as its name to

E-Stamp shareholders will own about 50.1 percent of the combined entity while current shareholders will own the remaining 49.9 percent. The new company will take the name Learn2 Corp.

Financial terms of the merger with Learn2 were never announced. E-Stamp’s stock is trading at 15 cents a share; Learn2’s is at 10.5 cents. Both companies trade on the OTC Bulletin Board. is provider of e-learning solutions for corporate, government, educational and individual clients. The suite of products includes hundreds of off-the-shelf courses that allow interactive multimedia and animated courseware to be accessed instantly on the Web.

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