Exhibit 99.1
Press Release
FreeStar Technology Corporation to Acquire a Minimum of 70% of TransAxis, Inc.
NEW YORK, NY (PR Newswire) -- June 25, 2003 -- FreeStar Technology Corporation
(OTC BB: FSRC), and TransAxis, Inc. (OTC: TNXS.PK) (formerly Digital Courier
Technologies, Inc.), jointly announced today that FreeStar, TransAxis and
certain of TransAxis' stockholders have executed a revised letter of intent
regarding the potential acquisition by FreeStar of a minimum of 70% of the
outstanding common stock of TransAxis. Pursuant to the terms of the revised
Letter of Intent, FreeStar will issue shares of its common stock as
consideration in an amount dependent on the price of FreeStar common stock
immediately prior to closing of the acquisition, but in no event less than 7
million shares. Following the closing, FreeStar will file a registration
statement with the Securities and Exchange Commission covering the shares of
common stock that it issues to the TransAxis stockholders. In addition, FreeStar
has agreed to provide up to $250,000 in bridge loan financing to TransAxis to
facilitate TransAxis' ordinary operations prior to, and following, the closing
of the proposed transaction. In connection with such transaction, FreeStar
intends, and has agreed, to use reasonable efforts within 180 days after the
closing to effect the acquisition of the remainder of TransAxis' common stock
for cash at a valuation approximately equal to the value of the FreeStar shares
to be issued in the transaction described above. The revised Letter of Intent
supersedes the letter of intent executed on April 29, 2003 between FreeStar and
TransAxis. The closing of the acquisition of TransAxis stock is subject to due
diligence, the negotiation and execution of definitive agreements and other
standard conditions. The parties intend to close the transaction on or before
August 29, 2003.
"We believe this will be a significant transaction for FreeStar." stated Paul
Egan, FreeStar President. "Through the acquisition of TransAxis, FreeStar would
own a full spectrum of integrated processing services. In addition, this
acquisition provides to the ePaypad product full backend merchant administration
capacities for online purchases or traditional point of sale transactions.
Finally, we prospectively anticipate cost savings by eliminating otherwise
applicable processing payments to TransAxis."
About FreeStar Technology Corporation
FreeStar Technology is an international payment processing and technology
company operating a robust Northern European BASE24 credit card processing
platform based in Helsinki, Finland, which currently processes approximately 1
million card payments per month for an established client base comprising
companies such as Finnair, Ikea and Stockman. Additionally, FreeStar is focused
on exploiting a first-to-market advantage of its Enhanced Transactional Secure
Software ("ETSS"), which is a proprietary software package that empowers
consumers to consummate e-commerce transactions with a high level of security
using credit, debit, ATM (with PIN) or smart cards. The company maintains its
corporate headquarters in Santo Domingo, Dominican Republic, and has offices in
Dublin, Ireland, and Helsinki, Finland. For more information, please visit the
Company's web sites at www.freestartech.com, www.rahaxi.com and
www.epaylatina.com.
About TransAxis, Inc.
TransAxis is at the forefront of Internet payment technology. Specializing in
risk management and fraud control, TransAxis provides highly scalable, reliable,
and fully integrated payment software and systems for businesses, Internet
merchants, and financial institutions. Payment features of the TransAxis system
include advanced authentication, validation, fraud screening, payment
authorization, settlement, and real-time reporting.
Forward Looking Statements
Certain statements in this news release may contain forward-looking information
within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6
under the Securities Exchange Act of 1934, and are subject to the safe harbor
created by those rules. All statements, other than statements of fact, included
in this release, including, without limitation, statements regarding potential
future plans and objectives of the company, are forward-looking statements that
involve risks and uncertainties. There can be no assurance that such statements
will prove to be accurate and actual results and future events could differ
materially from those anticipated in such statements. Technical complications
that may arise could prevent the prompt implementation of any strategically
significant plan(s) outlined above.
Contact
Bernadette Cusack
Trilogy Capital Partners, Inc.
800.330.6540
bernadette@trilogy-capital.com