EXHIBIT 2.3
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: : Chapter 11
:
PORTACOM WIRELESS, INC., : Case No. 98-661 (PJW)
:
Debtor. :
ORDER AUTHORIZING SALE OF DEBTOR'S
INTEREST IN CERTAIN PROPERTY OF THE
ESTATE FREE AND CLEAR OF LIENS, CLAIMS AND
ENCUMBRANCES PURSUANT TO 11 U.S.C. (S)363(B) AND (F)
AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 6004
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Upon the motion of PortaCom Wireless, Inc. (the "Debtor") for an order
pursuant to 11 U.S.C. (S) 363(b) and (f) and Federal Rule of Bankruptcy
Procedure 6004 authorizing the sale of certain of its assets consisting of
2,000,000 shares of common stock (the "MAC Shares") in Metromedia Asia
Corporation ("MAC") and warrants to purchase an additional 4,000,000 shares of
MAC common stock with a strike price of $4.00 per share (the "Warrants") free
and clear of liens, claims and encumbrances (the "Motion"), and an auction with
respect to the MAC Shares and Warrants having been held on April 23, 1998
beginning at 10:00 a.m. at which VDC Corporation, Ltd. ("VDC") submitted the
highest and best offer for the MAC Shares and Warrants, and a hearing on the
Motion having been held on April 23, 1998 at 2:30 p.m. to consider the Motion
(the "Hearing"), and good and sufficient cause appearing for the relief
requested in the Motion, and notice of the Motion having been proper, the Court
makes the following findings:
1. Due and proper notice of the Motion, including notice to MAC, has been
given in accordance with the provisions of 11 U.S.C. (S)363(b) and (f) and
Federal Rules of Bankruptcy
Procedure 2002, 6004 and 9006(c)(1);
2. An auction to solicit higher or better offers with respect to the MAC
Shares and Warrants was necessary in order to maximize value for the Debtor's
estate.
3. There were no objections or competing bids at the Hearing by any
competing bidders or interested parties to the bidding procedures.
4. VDC's offer (the "Purchase Offer") to purchase the MAC Shares and
Warrants,as reflected in the Motion and as modified by the Stipulation and Order
in Lieu of Objection dated April 6, 1998, the Escrow Agreement, the Stipulation
and Order in Lieu of Objection dated as of April 23, 1998, the final order in
respect of the Debtor's motion for approval of post-petition financing, and on
the record of the Hearing, constitutes the highest and best offer for the MAC
Shares and Warrants within the meaning of 11 U.S.C. (S)363(b) and applicable
law.
5. The entry of this Order and the sale of the MAC Shares and Warrants is
necessary and appropriate to maximize the value of the Debtor's estate.
6. The consideration to be realized by the Debtor's estate pursuant to the
Purchase Offer is fair and reasonable, and in the best interest of the Debtor
and its estate.
7. VDC shall consummate the purchase of the MAC Shares and Warrants as
provided in the Purchase Offer.
8. The Purchase Offer has been made in good faith, VDC is not an insider
within the meaning of 11 U.S.C. (S)101(31) and VDC is a good faith purchaser
within the meaning of 11 U.S.C. (S)363(m).
9. The sale of the MAC Shares and Warrants and the issuance of the VDC
Shares (as hereinafter defined) in connection with the Purchase Offer are being
made under or in connection
with a plan within the meaning of 11 U.S.C. (S)1145.
IT IS THEREFORE ORDERED, pursuant to 11 U.S.C. (S)(S)363(b), (f) and (k)
and Federal Rule of Bankruptcy Procedure 6004, that the Motion be and hereby is
granted; and it is further
ORDERED, in accordance with the foregoing, that the Debtor be and is hereby
authorized to sell, transfer and convey the MAC Shares and Warrants to VDC free
and clear of all liens, claims, encumbrances, pledges, security interests, and
charges of any kind (collectively, the "Liens") encumbering the MAC Shares and
Warrants; and it is further
ORDERED, that the Liens, if any, shall attach exclusively to the proceeds
resulting from the sale of the MAC Shares and Warrants; and it is further
ORDERED, that in the event that shares of VDC's common stock (the "VDC
Shares") are distributed by the Debtor under a Chapter 11 plan of
reorganization, as contemplated in the Purchase Offer and the Motion, VDC shall
be deemed to be a "successor to the debtor under the plan" for the sole and
limited purpose of acquiring the Debtor's interest in the MAC Shares and
Warrants, and the VDC Shares issued to the Debtor shall be deemed to be in
exchange for claims and interests and shall be exempt from registration pursuant
to 11 U.S.C. (S)1145; and it is further
ORDERED, that notwithstanding the foregoing paragraph, VDC shall not be
deemed a "successor" with respect to any liability of the Debtor unless
specifically assumed by VDC under such plan or otherwise; and it is further
ORDERED, that the Debtor and VDC be, and they hereby are, authorized and
directed to execute any and all documents necessary to consummate and perform
their respective obligations, including, without limitation, instruments of
title, bills of sale and assignments in form reasonably satisfactory to the
Debtor and VDC; and it is further
ORDERED, that this Order shall be binding upon, and shall inure to the
benefit of the Debtor, the Committee, creditors and VDC and their respective
successors and assigns; and it is further
ORDERED, that MAC be and hereby is authorized and directed to deliver the
MAC Shares to the Debtor and/or VDC prior to the closing of the asset sale in
order to effectuate the Purchase Offer and this Order; and it is further
ORDERED, that the consideration payable by VDC under the Purchase Offer is
approved as being fair and reasonable.
Dated: Wilmington, Delaware
April 23, 1998
/s/ Peter J. Walsh
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PETER J. WALSH,
UNITED STATES BANKRUPTCY JUDGE