From: jcompton@xnet.com (Jason Compton)
Subject: VIScorp: Nov. 22

Cologne

I'm glad to be back home, but I very much enjoyed my trip to Cologne, Germany and the Computer '96 show. The two days spent there flew by very quickly, but I was glad to meet with hundreds of Amiga users, journalists, and professionals to discuss the Amiga.

The Amiga Acquisition

The topic on everyone's mind, of course. At present, there is no publicly consumable news to report. However, these things are true.

  1. VIScorp remains dedicated to the acquisition of the Amiga technology from the bankrupt Escom AG, and our representatives continue discussions with Escom trustee Dr. Hembach over this issue.


  2. VIScorp remains dedicated to the productive application of the Amiga technology in the event it is successful in the acquisition--namely, the fulfillment of the interactive technology goals the company was founded on, and the support and further development of the Amiga technology as a desktop computer. The interactive technology goals will explicitly involve technology partners, and we anticipate forging strong partnerships for the Amiga desktop computer technology as well.


VIScorp has dedicated a great deal of corporate energy and effort to the acquisition. It is not VIScorp's intention to deprive, abuse, or alienate the Amiga market. Rather, VIScorp wants to complete the Amiga acqusition as soon as possible and be freed to pursue its technology goals. It is not in our interests nor our intention to mislead the Amiga market, nor to misrepresent the current state of affairs.

Also, it is explicitly not in our interests to in any way damage or endanger our efforts in the Amiga acquisition. In order to satisfy all of these requirements, VIScorp is obliged to abide by certain rules of conduct which preclude a "blow-by-blow" report of the proceedings of the Amiga acquisition. This would be improper and beyond our ability to provide. We remain committed to the acquisition of the technology and as such are attempting to act in everyone's best interest. We cannot make commitments to property we do not yet own in the form of purchase orders, contracts, and the like.

It IS within our purview to conduct preliminary discussions with companies regarding the ultimate goals for the Amiga technology, and as such discussions have been conducted worldwide, with such companies as Motorola, PIOS, Phase5, and Schatztruhe. However, it would be premature and improper to make any commitments, nor rule out any other discussions, at this time.

Acquiring the rights from a bankruptcy to properties obtained, from a bankruptcy a short while ago, which represent the intellectual property of a decades-old computer giant, with the two sales conducted under different codes of law, is not a straightforward affair, as some might suggest. VIScorp has done its best to learn and understand the full implications of the purchase of the Amiga technology and is working to successfully complete the acquisition.

As a general policy, VIScorp does not engage in online flame wars. It is a negative-sum enterprise and not in the best interests of a company and the individuals in it who are dedicated to a goal and wish to conduct business towards that goal.

The bottom line

Yes, VIScorp continues to work with all diligence towards the completion of the Amiga deal, but don't let anyone fool you into thinking that it should be an "easier" process. As has been mentioned before, this sort of process is not merely closed to VIScorp. VIScorp believes it is the front-runner in this acquisition. If it were any "easier" to purchase the Amiga, by now we or someone else would have made it so. The fact that it is November 22, 1996 and we do not have control of the Amiga assets as of yet is a consequence of the way business is and must be conducted in an international sale of technology with major implications.

Due to my trip, there is some e-mail that has gone unanswered, and I'll be working to rectify that situation. While VIScorp has been open from the start to accepting and considering comments and input from all comers, please try to keep in mind that you and you alone determine through your language how you wish it to be received.

Jason Compton
jcompton@xnet.com
Communications Manager - Amiga, VIScorp



FOR IMMEDIATE RELEASE

DECEMBER 2, 1996
FOR FURTHER INFORMATION CONTACT: Hugh Jencks (312) 655-0903

VIScorp announced today that while conducting its due diligence for the planned acquisition of the assets of the former Amiga Technologies AG, its financial institutions and the management of Amiga agreed that the assets to be acquired were of significantly less value than the US$20 million which had been proposed. The original US$40 million offer included the guarantee of ESCOM distribution in Europe as well as several other features which disappeared with the ESCOM bankruptcy.

One of these items is the fact that one of the most valuable pieces of the inventory is currently encumbered in a complicated legal challenge to the ESCOM AG bankruptcy estate. Without the assurance that this piece could be delivered as a part of the package deal, VIScorp began to reconsider their offer.

Further, it has been discovered that the intellectual property is being pirated daily by small and large companies alike. To combat this problem, VIScorp intends to partner with Mahr Leonard Management Company, a Dallas, Texas company specializing in patent infringement.

Due to the above, VIScorp allowed its offer to expire on October 2, 1996, and lowered its bid shortly thereafter. Throughout all of this time a wholly-owned VIScorp German subsidiary continued to operate Amiga through Oct. 31, at its own expense and with the concurrence of the Trustee. This was done because VIScorp believed that Amiga was more valuable as an operating company and wanted it to retain this value. During this period VIScorp paid Amiga expenses, including salaries, and generated over $2 million in sales which were to be credited against the final sale price at a later date.

VIScorp continues to be interested in completing the acquisition of Amiga. It believes that the future of two-way, interactive television depends in large part on the installed base of Amiga users who currently access the Internet through their televisions and Amiga A1200 computers to reach thousands of available Amiga titles. It also believes the next step is to modify the operating system to further adapt the television market to the vast and developing resources being created by the Amiga world-wide development community - products which include games, entertainment, and information.


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