The proposed transaction will be effected by the amalgamation of UbiQ with a wholly-owned subsidiary of NBS, and is subject to approval by a majority of UbiQ shareholders. UbiQ, based in Minneapolis, Minnesota, is a privately held software development company dedicated to the smart card industry. Under the terms of the proposed transaction, NBS will issue a combination of cash and common shares to holders of equity interests of UbiQ in exchange for all of the issued and outstanding shares of UbiQ. The agreement is conditional on a number of matters, including the receipt of necessary regulatory approvals and the approval of UbiQs shareholders and NBSs debt holders. The transaction is expected to close by the end of August 2004.
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