Wednesday, June 03, 2009
Vienna-Based Convera to Merge with Firstlight Online
By Amplifier News @ 4:41 PM :: 944 Views :: 1 Comments :: :: Potomac Tech Wire 		 

Vienna, Va. -- Convera, a Vienna-based developer of web tools that allow publishers to create customized search engines, said that it has signed a deal to merge with U.K.-based Firstlight Online, a developer of online ad targeting tools. Financial terms of the deal, expected to close this summer, were not disclosed. The combined company, to be led by Firstlight CEO Colin Jeavons, will provide technology and advertising to the publishing market, generating revenue through ad sales and subscriptions. Patrick Condo, the CEO of Convera, will serve as chairman. Both Convera and Firstlight initially will own a third of the company, which will have more than 60 corporate accounts. Convera plans to delist its stock from the Nasdaq.

http://www.convera.com/ 
http://www.convera.com/news-and-information/latest-news/convera%C2%AE-corporation-and-firstlight-era-create-new-search-and-adver 

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By Anonymous @ Sunday, June 14, 2009 3:31 AM
WITHOUT PREJUDICE
Dear Sir,

We write on behalf of Jamara Holdings, a shareholder in Firstlight Online Limited. The agreement that has been signed between Firstlight and Convera came as a surprise to the shareholders in Jamara as, being a reasonably large shareholder; we would have considered that entering into such a significant transaction would have required both shareholder notification and agreement.
Jamara's legal counsel is currently reviewing its position and will be issuing a statement in due course.

Having read Convera's code of ethics the shareholders of Jamara felt it prudent to write to you to ensure that you were aware of a number of outstanding issues between Firstlight New Zealand Limited (FLNZ), Jamara Holding Limited (Jamara) and Firstlight Online UK Limited
(FLOL).

1. We are unsure whether Convera is aware that they may have unknowingly (or knowingly) broken or be about to break US disclosure laws as it appears to have announced a major transaction and formation of a joint venture with a UK party which is not in a position to complete such an agreement without notifying and seeking the approval of its shareholders.

2. You should be aware that legal action is pending in New Zealand to recover a
significant debt owed to (FLNZ) a joint venture company between FLOL and Jamara plus damages and costs. (While Jamara is aware that FLOL is now in a position where can wind up FLNZ, under NZ law Jamara has the right to continue the litigation which it fully intends to do.)

3. Please also be aware that former staff of FLNZ have filed proceedings with the
Employment Relations Authority of New Zealand to recover unpaid wages dating back to August 2008. Mr Jeavons had stated that on gaining a summary judgement against Brett Bailey that all staff would be paid. Neither Mr Jeavons nor his legal representatives in New Zealand have implemented this undertaking

4. Jamara also intends petition the UK Courts for an order under s994 of the Companies Act 2006 which protects the interests of minority shareholders. Breaches of minority shareholders rights in terms of the Act include
• Illegal removal of Brett Bailey as a director
• Illegally changing the constitution of the company
• Mr Jeavons running FLOL purely for the benefit of GNN (Mr Jeavons and
Mr Youngs Holding Company).
• Failing to hold board meetings
• Failing to record and file minutes
• Failing to keep proper accounting records
• Hiving off the assets of the company.
• Setting up complex tax avoidance schemes for the sole benefit of GNN.

5. We are well aware how truly diligent Nasdaq listed public companies need to be in investigating all aspects prior to announcing any transactions, such as the ability of any counterparty to treat, future freedom to operate, straight forward disclosure to prevent the future avoidance of conflicts, unrestricted access to code & ip, but especially structure and ownership prior to entering into a material transaction. It is now clear to us that FLOL cannot have been frank in its disclosure to your company about ownership and structure. Please also be aware that while Jamara may be registered as only a 10% shareholder in FLOL, Mishcon de Reyer (FLOL's legal representatives) in a letter to Jamara's legal counsel claimed that the share transaction that took Jamara from 25% to 10% was in fact void and that the transaction needs to be unwound. This leaves Jamara as a 25% shareholder in FLOL. Again Jamara is pursuing its rights in regard to this. As this was an illegal transaction instigated by Mr Jeavons (the only other valid director at the time) there is the criminal aspect that will need to be addressed. Clearly Jamara was not advised of this transaction with your company and has insufficient details as to the enterprise value of the new joint venture to currently form a view, so in the circumstances was the announcement by both parties premature? Jamara will be vigorously pursuing all its rights and seeking various remedies given the nature of the transaction you have announced and has been approached by parties close to Jamara offering support including access to contingent litigation specialists in the US.

6. There are unresolved issues surrounding the IP and in particular algorithms and code which was developed by FLNZ. Brett Bailey was a Co-Founder of FLOL and FLNZ.

7. It is Jamara's contention that Mr Jeavons flouted US laws by breaking USA immigration laws (using the 90 day visa waiver to run sales teams from FLOL's US head quarters) He also
Failed to ensure compliance with USA tax laws and with Microsoft licencing agreements .

8. Please also be aware that Mr Jeavons made threats against Brett Bailey that have been formally reported to the New Zealand Police.

The shareholders of Jamara Holdings Ltd seek your comments on the above matters with urgency.


.


yours sincerely


Jamara Holdings Limited
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