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DubLi & MediaNet Group “Entry into a Material Definitive Agreement”

October 2, 2009

In plain lingo, the document below means DubLi is merging with MediaNet Group and becoming a publicly-traded company.
JC

http://biz.yahoo.com/e/090930/medg.ob8-k_a.html

Form 8-K/A for MEDIANET GROUP TECHNOLOGIES INC


30-Sep-2009

Entry into a Material Definitive Agreement, Other Events, Finan

Item 1.01 Entry into a Definitive Agreement Merger Agreement

On August 10, 2009, MediaNet Group Technologies, Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, MediaNet Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and CG Holdings Ltd., a Cyprus limited company (“CG”). Pursuant to the Merger Agreement, the Company will acquire all of the outstanding interests in CG and the Merger Sub will merge with and into CG, with CG surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”). The Agreement was amended on September 25, 2009.

Under the terms of the Merger Agreement, as amended, all outstanding CG interests will be cancelled and converted into the right to receive Company preferred stock based on an exchange ratio which will provide the equity holders of CG with ninety percent (90%) of the voting power of the Company to be issued and outstanding upon completion of the Merger. The Company intends to issue fractional shares of Company preferred stock in the Merger, and holders of interests in CG will, not be entitled to receive cash in lieu of fractional shares of preferred stock of the Company, if any. A certificate of designation with respect to the preferred stock shall be filed with the Secretary of State of Nevada concurrently with the completion of the Merger. The certificate of designation will provide for certain rights and preferences with respect to the preferred stock, and for the mandatory conversion of the preferred stock into 90% of the Company’s common stock to be issued and outstanding, determined on a fully diluted basis, upon conversion of the preferred stock, assuming that no additional shares of common stock shall have been issued between the closing of the Merger and the conversion of the preferred stock into common stock. The Company does not have authorized that number of shares of common stock as will be issuable on conversion of the preferred stock. Accordingly the Merger Agreement provides that after closing of the Merger the Company will seek the approval of its shareholders of an increase in its authorized shares of common stock to not less than five hundred million (500,000,000) shares.

The Merger Agreement contains customary representations and warranties and covenants for each of the parties. Completion of the Merger is conditioned upon, among other things: (1) approval of the Merger Agreement by the holder of a majority of outstanding interests of CG, (2) the representations and warranties of CG and the Company being true and accurate as of the date of closing, (3) the filing of a certificate of designation with respect to the rights and preferences of the preferred stock with the Secretary of State of Nevada upon the approving vote of the Company’s Board of Directors, (4) both CG and the Company having in all material respects performed their obligations to be performed under the Merger Agreement, and (5) delivery of certifications by the chief executive officers of CG and the Company certifying the completeness and accuracy of certain matters set forth in the Merger Agreement. The Merger Agreement may be terminated by the Company or CG upon their mutual written consent, if the Merger is not completed by January 31, 2010, or if there is a governmental or court order enjoining or otherwise prohibiting the consummation of the Merger. The Merger Agreement also provides for assurances by certain principal shareholders of both the Company and CG that each will respectively vote in favor of the Merger.

In connection with the execution and delivery of the Merger Agreement, an affiliate of CG has loaned the Company an aggregate of Two Hundred Fifty Thousand Dollars ($250,000) payable at an annual interest rate of six percent (6%), with monthly payments of interest only until the maturity of both loans on July 9, 2011, at which time all principal and unpaid interest are due in full.

Cautionary Statements

The foregoing description of the Merger Agreement, as amended, is qualified in its entirety by reference to the full text of the Merger Agreement, as amended, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

– 2 –


The Merger Agreement, as amended, is filed herewith to provide investors with information regarding its terms and is not intended to provide any other factual information about the Company, Merger Sub or CG. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are as of specific dates and were made only for purposes of the Merger Agreement. Such representations and warranties are solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed between the parties, including being qualified by information contained in the disclosure materials exchanged between the parties in connection with the execution of the Merger Agreement and the completion of the Merger. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations and warranties in the Merger Agreement as a characterization of the actual state of facts about any of the parties thereto. None of the representations and warranties contained in the Merger Agreement will have any legal effect among the parties to the Merger Agreement after closing of the Merger.

Forward Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” as defined by the SEC. All statements, other than statements of historical fact, included herein that reference activities, events or developments that the Company, Merger Sub or CG expect, believe or anticipate will or may occur in the future, including anticipated benefits and other aspects of the proposed Merger, are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including required approvals by equity holders, the possibility that the anticipated benefits from the proposed Merger cannot be fully realized, the possibility that costs or difficulties relating to integration of the two companies will be greater than expected, the impact of competition and certain other risk factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. Except as required by law, neither the Company, Merger Sub nor CG intends to update or revise its forward-looking statements, whether as a result of new information, further events or otherwise.

Item 8.01 Other Events. On September 25, 2009, MediaNet Group Technologies, Inc., issued a joint press release relating to the amended terms of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release contains statements intended as forward-looking statements that are subject to the cautionary statements about forward-looking statements set forth in the press release.

The information under the caption, “Item 8.01 – Other Events,” including information in any related exhibits, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. This information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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