Jagged Peak, Inc. (OTC Pink:JGPK), a leading
provider of enterprise-class e-commerce software solutions and
supply chain services (the "Company"), and Singapore Post Limited
(Singapore Stock Exchange:S08.SI), a leading provider of mail,
logistics and ecommerce solutions in Singapore and the Asia Pacific
region ("SingPost"), today announced that the Company and SP Jagged
Peak LLC, a newly organized Delaware limited liability company ("SP
JP") owned by SingPost, have entered into a definitive agreement
under which SP JP will acquire all of the outstanding stock of the
Company other than approximately 28.9% of the stock which is held
by Paul Demirdjian and Primrose Demirdjian. Mr. Demirdjian is the
Chief Executive Officer of the Company, and both Mr. and Mrs.
Demirdjian are directors, principal shareholders and founders of
the Company.
Under the agreement, SP JP and the Demirdjians will form a new
company which will be merged with and into the Company at the
closing (the "Merger"). As a result of the Merger, each share of
the Company's common stock outstanding at the closing, excluding
shares owned by the Demirdjians and shares held by Company's
shareholders who properly exercise appraisal rights under Nevada
law, will be converted into the right to receive a cash payment
equal to $1.08 minus an amount equal to the transaction expenses
incurred by the Company divided by the total number of shares
outstanding at the closing of the Merger on a fully-diluted
basis. Presently, the Company anticipates that transaction
expenses will be approximately $0.09 per share, resulting in a cash
payment to shareholders of approximately $0.99 per share, which
represents a premium of approximately 32% over the closing price
for common stock on October 8, 2015. The transaction will be
financed by SingPost through its existing internal cash
resources.
SP JP and the Demirdjians have also entered into an agreement
which contains put and call rights for the Demirdjians and SP JP
relating to the purchase and sale of the Demirdjian's stock in the
Company following the Merger under certain conditions and at
various prices.
All of the Company's directors, who together own approximately
68.4% of the outstanding stock of the Company, have entered into
Voting Agreements with SP JP under which they have agreed to vote
in favor of the transaction at any meeting called for that
purpose.
"SingPost's investment in Jagged Peak is evidence of a new era
of eCommerce where global infrastructure and fulfillment needs are
becoming the new norm," said Chief Executive Officer Paul
Demirdjian. "This merger is an exciting opportunity that will allow
us to provide retailers and consumer brands with an end-to-end
worldwide solution."
Mr. Lim Ho Kee, Chairman of SingPost, said, "As SingPost
pioneers and leads eCommerce logistics in Asia Pacific, we are
casting our eyes beyond the region. Jagged Peak can enable
end-to-end fulfilment of eCommerce orders across the US. SingPost
is excited about this capability. This transaction is also part of
our strategy to focus our resources on strengthening our
geographical reach and the technology we employ as an eCommerce
logistics company."
Dr. Wolfgang Baier, Group Chief Executive Officer of SingPost,
said, "This acquisition will 'connect the dots' and make our
eCommerce logistics network global. The acquisition of Jagged Peak
allows us to use their state-of-the-art eCommerce omni-channel
technology to enable brands and retailers not only to leverage
their warehouse facilities in over 20 locations in the US but
expand these services into our Asia Pacific warehouse network. A
win-win for existing and future customers. We have planted the
seeds with this investment of what will be SingPost's global
multi-channel B2B4C eCommerce logistics platform."
Closing of the Merger is subject to certain closing conditions,
including obtaining the approval of the Company's shareholders at a
meeting called for that purpose and other customary conditions.
Further information regarding the terms and conditions in the
definitive agreement, will be contained in a Current Report on Form
8-K which will be filed promptly with the SEC.
About Jagged Peak, Inc.
Jagged Peak, Inc. is a leading e-commerce solutions provider
with software and services that enhance the scalability,
flexibility and profitability of single-channel, multi-channel and
omni-channel online businesses. Its cornerstone technology is
EDGE---an enterprise-class commerce platform that includes a
full-featured e-commerce Platform (ECP) and robust Order Management
System (OMS) as well as a Warehouse Management System (WMS) and
Transportation Management System (TMS). These platform elements can
be deployed alone or together through a license or SaaS delivery
model to form an end-to-end, Cloud-based software suite that
integrates the entire order life cycle with visibility across
business units, distribution channels and trading partners---all
while enabling the client to have complete control of its online
brand. Combining its technology with a comprehensive array of
eMarketing, customer support and IT professional services along
with "anytime, anywhere" order fulfillment through its FlexNet
warehouse network, Jagged Peak offers a rare and uniquely holistic
approach to e-commerce. Jagged Peak's blue chip client roster
includes numerous global consumer brand companies. For more
information, please visit www.jaggedpeak.com.
About Singapore Post Limited
For over 150 years, Singapore Post (SingPost) as the country's
postal service provider, has been delivering trusted and reliable
services to homes and businesses in Singapore.
Today, SingPost is pioneering and leading in eCommerce logistics
as well as providing innovative mail and logistics solutions in
Singapore and the Asia Pacific, with operations in 15
countries.
Building on its trusted communications through domestic and
international postal services, SingPost is taking the lead in
end-to-end integrated and digital mail solutions. The suite of
SingPost eCommerce logistics solutions includes front end web
management, warehousing and fulfilment, last mile delivery or
international freight forwarding.
Listed on the Main Board of the Singapore Exchange in 2003,
SingPost is a constituent stock of various main global benchmark
indices - FTSE All-World Index Series, FTSE All-World Minimum
Variance Index, FTSE All-World High Dividend Yield Index, FTSE RAFI
Index Series, FTSE Global Infrastructure Index Series and FTSE ST
Index Series. It has a strong credit rating of 'A/Stable/NR' by
Standard & Poor's.
To find out more about SingPost, please visit
www.singpost.com and
https://www.singpost.com/corporate-information/businesses.html for
more information on SingPost's subsidiaries and businesses.
Forward Looking Statement Disclosure
This document contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that involve a number of risks and uncertainties. Readers are
cautioned not to place undue reliance on these forward-looking
statements and any such forward-looking statements are qualified in
their entirety by reference to the following cautionary statements.
All forward-looking statements speak only as of the date hereof and
are based on current expectations and involve a number of
assumptions, risks and uncertainties that could cause the expected
timing, completion and effects of the merger to differ materially
from such forward-looking statements. The Company may not be able
to complete the proposed merger on the terms described above or
other acceptable terms or at all because of a number of factors,
including the failure to obtain shareholder approval or the failure
to satisfy other closing conditions. Such forward-looking
statements are necessarily dependent upon assumptions, estimates
and dates that may be incorrect or imprecise and involve known and
unknown risks, uncertainties and other factors. Accordingly, any
forward-looking statements included herein do not purport to be
predictions of future events or circumstances and may not be
realized. Given these uncertainties, stockholders and prospective
investors are cautioned not to place undue reliance on such
forward-looking statements. Please refer to the Company's annual,
quarterly and periodic reports on file with the SEC for a more
detailed discussion of these and other risks that could cause
results to differ materially. The Company disclaims any obligations
to update any such factors or to publicly announce the results of
any revisions to any of the forward-looking statements contained
herein to reflect future events or developments.
Additional Information and Where to Find It
In connection with the proposed merger transaction, the Company
will file with the SEC and furnish to the Company's shareholders a
proxy statement and other relevant documents. This press release
does not constitute a solicitation of any vote or
approval. BEFORE MAKING ANY VOTING DECISION, THE COMPANY'S
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY
WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors will be able to obtain a free copy of documents filed
with the SEC at the SEC's website at http://www.sec.gov. In
addition, investors may obtain a free copy of the Company's filings
with the SEC from the investors section of the Company's Web site
at http://www.jaggedpeak.com/page/investorrelations or by directing
a request to: Albert Narvades, CFO, 813-637-6900 Ext. 225.
Participants in the Solicitation
The Company and its directors, executive officers and certain
other members of management and employees of the Company may be
deemed to be "participants" in the solicitation of proxies from the
shareholders of the Company in connection with the proposed merger.
Information regarding the interests of the persons who may, under
the rules of the SEC, be considered participants in the
solicitation of the shareholders of the Company in connection with
the proposed merger, which may be different than those of the
Company's shareholders generally, will be set forth in the proxy
statement and the other relevant documents to be filed with the
SEC. Shareholders can find information about the Company and its
directors and executive officers and their ownership of the
Company's common stock in the Company's annual report on Form 10-K
for 2014, which was filed with the SEC on March 26, 2015, and in
Forms 4 of directors and executive officers filed with the SEC
subsequent to that date.
CONTACT: Investor Relations
Albert Narvades, CFO
Jagged Peak, Inc.
3000 Bayport Drive, Suite 250
Tampa, FL 33607
813-637-6900 Ext. 225