UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [_]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[x] Definitive Additional Materials
[_] Soliciting Material Pursuant to 240.14a-12
CYBERNET INTERNET SERVICES INTERNATIONAL, INC.
(Name of Registrant as Specified in its Charter)
MFC BANCORP LTD. AND VENTEGIS CAPITAL AG
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
1) Amount Previously Paid:
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MFC BANCORP LTD.
NEWS RELEASE
FOR RELEASE DECEMBER 3, 2001 AT 5:30PM EST
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Contact: Allen & Caron Inc. MFC Bancorp Ltd.
Rob Weir (investors) Rene Randall
(212) 691-8087 (604) 683-8286
robw@allencaron.com rrandall@bmgmt.com
or
Kari Rinkeviczie (media)
Allen & Caron Inc.
(630) 428-9946
kari@allencaron.com
SHAREHOLDERS SUCCESSFULLY VACATE PRIOR COURT ORDER OBTAINED BY ANDREAS EDER,
CYBERNET C.E.O., FOR SHAREHOLDERS' MEETING
New York, (December 3, 2001) - - - MFC Bancorp Ltd. ("MFC", Nasdaq: MXBIF and
Frankfurt Stock Exchange: MFC GR) is pleased to announce that the Court of
Chancery of the State of Delaware in the United States has ruled in favour of
its application to vacate the prior order obtained by Andreas Eder, C.E.O. of
Cybernet Internet Services International Inc. ("Cybernet" or the "Company",
Neuer Markt: CYN and OTC BB: ZNET) for a stockholders' meeting to be held on
December 4, 2001 without any quorum requirement to elect management's slate of
directors. The Court ruled that, while the meeting may proceed, the quorum
requirements contained in the Company's Bylaws will be in effect. Cybernet had
previously failed to meet the quorum requirement at the initial scheduled date
of the meeting of October 9, 2001 and at an adjournment date of November 6,
2001.
Cybernet is a provider of Internet communications and co-location services in
Europe which has incurred recurring operating losses and seen its share price
fall from a high of euro 41 on January 20, 1999 to under euro 1 currently. The
Company has not held an election of directors since May, 1999. MFC and major
shareholders, representing in aggregate approximately 26% of the issued shares
of Cybernet, believe that new leadership is required for the Company and MFC has
provided Cybernet with notice that it intends to nominate new directors for
election.
Michael Smith, President of MFC, stated "We are very pleased with the ruling
today from the Delaware court. This opens the way for a shareholders' meeting
where all of Cybernet's shareholders can participate and choose the Board of
Directors they want to lead the Company. We believe that
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SHAREHOLDERS SUCCESSFULLY VACATE PRIOR COURT ORDER OBTAINED BY ANDREAS EDER,
CYBERNET C.E.O., FOR SHAREHOLDERS' MEETING
Page -2-
the prior action of Cybernet's C.E.O., which was consented to by the Board, to
have a meeting wherein only their nominees could be elected and without any
quorum requirement was a transparent attempt at entrenching their positions. We
believe that new leadership is required and are pleased that the court has ruled
in favour of shareholder democracy. We look forward to establishing are
constituted board of directors for the Company which will work positively
towards preserving and enhancing shareholder value."
Stockholders of Cybernet are advised to read the definitive proxy statement
filed with the SEC and disseminated to stockholders of Cybernet today in
connection with the solicitation of proxies by MFC and Ventegis Capital AG (the
"Shareholders Group") because such proxy statement contains important
information. Stockholders of Cybernet and other interested parties may obtain,
free of charge, copies of the definitive proxy statement filed by the
Shareholders Group with the SEC and any other documents filed by the
Shareholders Group with the SEC, at the SEC's Internet web site at www.sec.gov.
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Each of these documents may also be obtained free of charge and further
information may be obtained by calling Rene Randall in North America at + (604)
683 8286 or Marlene Bryl in Germany at + (439 30) 20 94 58 00.
ABOUT MFC BANCORP
MFC Bancorp Ltd. owns companies that operate in the financial services industry,
specializing in merchant banking internationally. To obtain further information
on the MFC, please visit our web site at http://www.mfcbancorp.com.
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Certain statements included herein are "forward-looking statements'" as defined
by the Private Securities Litigation Reform Act of 1995. Management cautions
that forward-looking statements are not guarantees and that actual results could
differ materially from those expressed or implied in the forward-looking
statements. Important factors that could cause the actual results of operations
or financial condition of the MFC to differ include, but are not necessarily
limited to, the risks and uncertainties discussed in documents filed by the MFC
with the Securities and Exchange Commission.
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