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    | NSI Communications Acquires Vistar Telecommunications AN EMERGING LEADER IN WIRELESS DATA SOLUTIONS NSI to raise $50 million in a private placement Montreal, Canada, December 4, 2000 --NSI Communications Inc. (CDNX: YSI), a well-established equipment supplier for the global satellite communications sector, announced today the signing of an arms length agreement to acquire 99.95% (79.4% on a fully diluted basis) of the outstanding shares of Vistar Telecommunications Inc., an Ottawa-based emerging leader in the fast growing wireless data communications industry. Vistar is controlled by BCE Media Inc., which is a subsidiary of BCE Inc. The transaction, which is subject to certain conditions including a right of first refusal to employee and former employee shareholders, regulatory and shareholder approvals, is expected to close no later than January 31, 2001. Similar offers will be made to employee shareholders. The acquisition price is $51.2 million, including $39.7 million in cash and $11.5 million in NSI common shares. The number of shares to be issued will be based on the average NSI share price over the last 15 days prior to closing. NSI will finance the acquisition through a private placement with two major investors SGF Tech inc., a subsidiary of Socit Gnrale de Financement du Qubec and already an insider of NSI, and Tamimi Group, one of Saudi Arabias largest commercial and industrial groups and other investors. The number of shares to be issued will be based on the average NSI share price over the last 15 days prior to closing, up to a maximum of $1.75. Expected proceeds of approximately $50 million will be used to pay the cash portion of the transaction, while the balance will go to working capital and general corporate purposes. This transaction provides NSI Communications with a major new platform for profitable growth in the coming years, said David Ben-David, President and CEO of NSI Communications. Vistars technology is proven and its scalable business model generates recurring revenues. Furthermore, the strategic fit with our core business will allow us to leverage our technical and international marketing expertise to the fullest. We are proud of the success Vistar has achieved over the last few years, said Michael J. Zuliani, president and CEO of Vistar Telecommunications. We are confident that NSI Communications will enable Vistar to develop to its full potential. accommodation in LondonFounded in 1992 as an R&D company, Vistar Telecommunications began to develop commercial wireless satellite-based telecommunications products and services for the global marketplace in 1997. The main application for its wireless data solutions is mobile and remote asset tracking and management. The audited fiscal 1999 revenues were $10.7 million, and the unaudited revenues for the 10-month period ended October 31, 2000 were $26.1 million. The market appeal of Vistars solutions is also evidenced by its $64 million order backlog. Vistars principal product, Global WaveTM, is a proprietary data gathering system, which operates over existing geostationary satellites to achieve rapid, low-cost coverage of commercial assets and vehicles worldwide. The scalable cost structure of this system makes it very attractive to potential service providers. Unlike some competing systems, Global WaveTM does not require large up-front investments in satellite infrastructure. Vistar focusses on three market segments with immediate sales potential: trailer, railcar and locomotive tracking and monitoring; industrial site monitoring and control; and in-cab messaging for commercial transportation markets. These markets represent a total of more than 19 million units. Manufacturing of Global WaveTM terminals is outsourced, while marketing activities are carried out by a United States subsidiary, Vistar Datacom, and licenced regional operators in other regions of the world. Alcatel is the exclusive provider of Global WaveTM in Europe. Vistar also has long-term agreements with operators for the Australian, Middle-East and South African markets. Discussions are underway with potential marketing partners to achieve worldwide distribution of Global WaveTM. Vistar has a total of 82 employees, including a 50-member world-class engineering group. The completion of the transaction is not expected to result in a change of control of NSI nor are there any contemplated changes to the management of NSI. About NSI Communications Inc. NSI is a leading international provider of full-meshed VSAT (Very Small Aperture Terminals) networks allowing for the satellite-based transmission of telephone, data and video. VSAT networks provide organizations, which have geographically dispersed locations, with efficient and secure communication facilities in areas of the world where conventional telecommunication infrastructures are lacking. NSI supports its worldwide customer base from its offices in Canada, United States, Mexico, China and Indonesia. This document may contain certain forward-looking information and statements concerning the Company's operations, performance and financial condition, including, in particular, the likelihood of the Company's success in developing and expanding its business. These statements are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. hotel near airport TurinAbout VISTAR Telecommunications VISTAR is a leader in creating and supplying end-to-end satellite and hybrid satellite/terrestrial wireless data products and services. Backed by one of North America's leading communications groups, VISTAR designs, develops and markets breakthrough technology that helps customers around the world improve their business operations. About VISTAR Datacom Located in Washington, D.C., VISTAR Datacom is a subsidiary of VISTAR Telecommunications. GlobalWave is a satellite based data-gathering system, designed and built by Vistar, that allows users to significantly increase operating efficiency. For more information, contact:
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