EXHIBIT 99.1
PRESS RELEASE
ZYDECO ENERGY, INC.
2170 PLAZA OF THE AMERICAS, NORTH TOWER
700 NORTH PEARL STREET
DALLAS, TEXAS 75201
TELEPHONE: 214-999-9300
CONTACT: SAM B. MYERS, JR.
PRESIDENT & CEO
ZYDECO ENERGY TO MERGE WITH DATAVON INC.
ENTERS GROWING INTERNET TELECOMMUNICATIONS BUSINESS
DALLAS, TEXAS - May 23, 2000 - Zydeco Energy, Inc. (OTC BB: ZNRG.OB)
announced today that it has entered into a Merger Agreement with DataVoN Inc.
DataVoN is a privately-held wholesale provider of internet telephone services.
As a result of the merger, the stockholders of DataVoN will own approximately
80% of the voting stock of Zydeco Energy, which will change its name to DataVoN
Inc.
Under the Merger Agreement, following the merger, Hugh Simpson, President
and Chief Executive Officer of DataVoN and the owner of substantially all of
DataVoN's outstanding capital stock, will be appointed President, CEO and a
director of Zydeco. Sam B. Myers, Jr., will resign from these positions with the
parent company upon Mr. Simpson's appointment. Following the merger, Mr. Simpson
will own approximately 77% of the voting stock of Zydeco and will be sole
director of Zydeco until other director candidates are selected.
"I am excited about the prospects of this new technology direction for
Zydeco," commented Sam B. Myers, Jr., President and CEO of Zydeco. "DataVoN has
a vision of an expanding voice and data transmission network in major market
areas that integrates with existing local and long distance carriers. DataVoN
also has the distinction of being an emerging growth technology company that
currently makes money."
The Merger. The merger is expected to be completed on or about June 9, 2000
by the merger of a newly formed subsidiary of Zydeco into DataVoN resulting in
DataVoN becoming a wholly-owned subsidiary of Zydeco. The parent company will
then change its name to DataVoN Inc. The merger will not require the approval of
stockholders of Zydeco.
Upon the completion of the merger, all of the outstanding shares of common
stock of DataVoN will be converted into:
. 32,623,851 shares of Zydeco common stock; and
. 7,190 shares of Zydeco Series A Convertible Senior Preferred Stock, $.001
par value convertible into 7,190,000 shares of Zydeco common stock (or
1,000 shares of common stock for each share of preferred stock).
The Zydeco preferred stock, which will be issued entirely to Mr. Simpson in
the merger, will vote together with the Zydeco common stock on all matters
(except as otherwise required by law) on an "as converted" basis. That is, each
of the 7,190 shares of Zydeco preferred stock issued in the merger will be
entitled to 1,000 votes on all matters with the Zydeco common stock.
It is expected that following completion of the merger, the Certificate of
Incorporation of Zydeco will be presented to Zydeco stockholders for amendment
to increase the number of shares of common stock that Zydeco is authorized to
issue. If the Certificate of Incorporation is so amended, all outstanding shares
of the Zydeco preferred stock issued in the merger will be automatically
converted into Zydeco common stock.
In connection with the merger negotiations, Zydeco will issue upon
completion of the merger warrants to purchase 523,756 shares of Zydeco common
stock at $0.08 per share to two individuals for broker services.
About DataVon. DataVon is currently building one of the nation's first
"next-generation" packet switched internet protocol ("IP") networks to provide
voice and data services in over 80 domestic market areas. A unique, meshed IP
backbone will transport "toll quality" traffic to any of DataVoN's connected
cities. DataVoN believes that this network architecture will drastically reduce
the cost of originating, transporting and terminating traffic while providing
network scalability for future growth.
DataVon had revenues of $8.27 million in 1999 and $2.5 million (unaudited)
for the first quarter 2000. Operating income was $806,000 in 1999 and $832,000
(unaudited) for the first quarter 2000. Earnings before taxes, interest,
depreciation and amortization ("EBITDA") for those same periods were $848,000
and $839,000, respectively. Total assets were $1.67 million at December 31, 1999
and $2.3 million (unaudited) at March 31, 2000.
Hugh Simpson, age 42, founded DataVoN in 1997 and has served as its sole
officer and majority shareholder. In 1991, Mr. Simpson founded Travel Com 800
Inc., a communications company serving military personnel for their calling card
and wireless needs, where he worked until 1996. Mr. Simpson's United States
Marine Corp Reserve Unit was activated for duty in Operation Desert Shield and
Storm in 1990. Mr. Simpson achieved the rank of Lieutenant Colonel before
joining the inactive roles in June 1999. From 1988 to 1990, Mr. Simpson was
employed by International Telecharge, Inc. as a National Product Manager. Mr.
Simpson served as a board member of Total Communication, a private
communications concern based in Cedar Rapids, Iowa until September 1999. Mr.
Simpson received a Bachelor Degree from Sam Houston State University in 1979.
DataVon's executive office is in Richardson, Texas, a suburb of Dallas.
DataVon presently has approximately 16 employees.
Zydeco's Oil and Gas Business. In anticipation of the merger, Zydeco will
concentrate its oil and gas exploration and technology assets in its Zydeco
Exploration
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subsidiary. Mr. Myers stated, "We started our business as a technology play in
the oil and gas exploration arena. Unfortunate timing and plain bad luck have
made it difficult to realize significant value for our shareholders with our
exploration assets. We will continue our efforts to pursue value for our
shareholders with our West Cameron Seismic Project and our patented Wavefield
seismic technology assets."
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