Glowpoint and SharedLabs Agree to Terminate Merger Agreement
April 29 2019 - 4:15PM
Glowpoint, Inc. (NYSE American: GLOW) (“Glowpoint” or the
“Company”), a managed service provider of video collaboration and
network applications, announced today that it has agreed with
SharedLabs, Inc. (“SharedLabs”) to terminate their previously
announced merger agreement effective as of April 28, 2019. The
Company, Glowpoint Merger Sub Inc. and SharedLabs entered into a
Mutual Termination Agreement (the “Termination Agreement”), which
provides for, among other things, (i) the termination of the Merger
Agreement, (ii) the reservation of all rights by the Company and
Glowpoint Merger Sub Inc. under the Merger Agreement, applicable
law or otherwise, with respect to any claims now existing or
hereafter arising out of or related to the Merger Agreement, and
(iii) the release by SharedLabs of the Company and Glowpoint Merger
Sub Inc. and certain of their affiliates from any claims up to the
effective time of the Termination Agreement.
The execution of the Termination Agreement follows the delivery
by the Company to SharedLabs of a Notice of Breach and Reservation
of Rights, dated April 12, 2019, which provided that SharedLabs was
in breach of certain of its agreements and certain of its
representations and warranties under the Merger Agreement and that,
as a result, the Company was entitled to terminate the Merger
Agreement on or before May 12, 2019. SharedLabs has agreed to work
with the Company in good faith to reach a resolution with respect
to the Company’s rights in connection with the termination of the
Merger Agreement, including the payment by SharedLabs of fees and
expenses in connection therewith. To the extent it is
necessary, the Company expects to utilize available legal remedies
in order to pursue the payment by SharedLabs of any such
amounts.
“As we move forward, as previously announced, we have taken
steps to ensure compliance with the NYSE American’s continued
listing standards, while maintaining a debt free balance sheet,”
said Peter Holst, President and CEO of Glowpoint. “We are
encouraged by recent capital markets activity and heightened market
awareness in both video and unified communications and intend to
use our expertise, along with an excellent reputation for
delivering managed services to the Enterprise, to explore potential
opportunities for growth in this sector.”
About Glowpoint
Glowpoint, Inc. (NYSE American: GLOW) is a managed service
provider of video collaboration and network applications. Our
services are designed to provide a comprehensive suite of automated
and concierge applications to simplify the user experience and
expedite the adoption of video as the primary means of
collaboration. Our customers include Fortune 1000 companies,
along with small and medium sized enterprises in a variety of
industries. To learn more please visit www.glowpoint.com.
Forward looking and cautionary statements
This press release and any oral statements made
regarding the subject of this release contain forward-looking
statements as defined under Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, and are made under the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, that address
activities that Glowpoint assumes, plans, expects, believes,
intends, projects, estimates or anticipates (and other similar
expressions) will, should or may occur in the future are
forward-looking statements. Glowpoint’s actual results may
differ materially from its expectations, estimates and projections,
and consequently you should not rely on these forward-looking
statements as predictions of future events. Without limiting the
generality of the foregoing, forward-looking statements contained
in this press release include statements regarding the effect of
the Termination Agreement, the pursuit by Glowpoint for the payment
of damages by SharedLabs as a result thereof and opportunities for
the Company’s future growth. The forward-looking statements are
based on management’s current belief, based on currently available
information, as to the outcome and timing of future events, and
involve factors, risks, and uncertainties that may cause actual
results in future periods to differ materially from such
statements. A list and description of these and other risk
factors can be found in the Company’s Annual Report on Form 10-K
for the year ending December 31, 2018 and in other filings made by
the Company with the SEC from time to time. Any of these
factors could cause Glowpoint’s actual results and plans to differ
materially from those in the forward-looking statements.
Therefore, Glowpoint can give no assurance that its future results
will be as estimated. Glowpoint does not intend to, and
disclaims any obligation to, correct, update or revise any
information contained herein.
INVESTOR CONTACT: Investor Relations Glowpoint,
Inc. +1 303-640-3840 investorrelations@glowpoint.com
www.glowpoint.com
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