DecisionPoint Announces Reverse Merger Agreement With Copernic
October 20 2010 - 9:40AM
Marketwired
DecisionPoint Systems, Inc. (OTCBB: DNPI), a leading provider of
Enterprise Mobility and RFID solutions, today announced a merger
agreement with Comamtech, the successor company of Copernic, Inc.
(NASDAQ: CNIC). Copernic has entered various agreements to divest
all of its operating businesses, resulting in $3.5 million cash and
installment payments due of $5.4 million, or a total of $8.9
million of mainly cash and receivables which will be transferred
into Comamtech; and currently outstanding shares of Copernic will
be exchanged one-for-one for new publicly traded shares in
Comamtech.
After the merger, the resulting legal entity will be named
DecisionPoint Systems, Inc. and it is intended that the merged
company will apply to have its common stock listed on the Nasdaq
Capital Market. The entire management team of DecisionPoint will
become the management team of the merged company, with CEO Nicholas
Toms assuming the Chairman, President, and CEO positions of the
merged company and CFO Donald Rowley assuming the CFO position of
the merged company. DecisionPoint will appoint 5 members to the
Board of Directors, including the CEO and CFO plus 3 independent
directors. Copernic will appoint 2 directors, Marc Ferland, the
current Copernic and Comamtech CEO and Larry Yelin, a Director of
Copernic.
Terms of the agreement call for Comamtech to acquire all of the
outstanding common shares of DecisionPoint at an exchange ratio of
1 Comamtech share for every 8 DecisionPoint outstanding common
shares held by shareholders, for a total issuance of approximately
4.2 million common shares. Outstanding warrants, options and
preferred shares will be converted at the same ratio. The merged
company is anticipated to have approximately 6.3 million basic
common shares outstanding and 7.4 million fully diluted shares
outstanding. DecisionPoint shareholders are expected to retain
approximately 70.6% of the new company's outstanding shares on a
fully diluted basis. The transaction is intended to be a tax free
exchange for Federal income tax purposes. Subject to shareholder
approval of both companies as well as other customary closing
conditions and regulatory approvals, the transaction is expected to
close during the fourth quarter.
The merged company is expected to have a stronger balance sheet.
On a projected pro forma combined basis, Comamtech and
DecisionPoint's balance sheet at September 30, 2010, is expected to
have cash of approximately $2.5 million net of expenses with an
additional $1.0 million collectible in 60 days from the closing,
current assets of $24.0 million, stockholders equity of $3.4
million, total assets of over $30.0 million and $6.0 million of
debt including $4.0 million under the Company's revolving credit
facility. In addition, adjusted working capital will be a net $4.5
million. All amounts are approximate and after deducting estimated
transaction expenses.
"This is a great transaction for the shareholders of
DecisionPoint and Copernic," said Nicholas Toms, Chief Executive
Officer of DecisionPoint. "It will strengthen the financial
foundation of DecisionPoint as well as provide the company with an
improved platform to execute on our strategy of complementing
organic growth with select acquisitions. From a Copernic
shareholder's point of view, this allows Copernic to leverage its
balance sheet reflected in its approximate $4.25 book value per
share into a growing mobile technology company with increasing
revenues in the burgeoning enterprise mobility space.
DecisionPoint's marquee list of major customers include such
household names as Aramark, Avis, Carefusion, Pitney Bowes, G4
Security, the US Air Force, Williams Sonoma, Tiffany's, Christies,
Liz Claiborne, Nike, Celgene, Polo Shops, and Aeropostale, among
others."
About DecisionPoint Systems, Inc.
DecisionPoint Systems, Inc. (OTCBB: DNPI) delivers improved
productivity and operational advantages to its clients by helping
them move their business decision points closer to their customers.
They do this by making enterprise software applications accessible
to the front-line worker anytime, anywhere. DecisionPoint utilizes
all the latest wireless, mobility, and RFID technologies. For more
information on DecisionPoint Systems visit
http://www.decisionpt.com/news.php.
Under The Private Securities Litigation Reform Act of 1995:
Except for historical information contained herein, the statements
in this news release are forward-looking statements that are made
pursuant to the safe harbor provisions of the Private Securities
Act of 1995. Forward-looking statements involve known and unknown
risks and uncertainties, which may cause a company's actual
results, performance and achievement in the future to differ
materially from forecasted results, performance, and achievement.
These risks and uncertainties are described in the Company's
periodic filings with the Securities and Exchange Commission. The
Company undertakes no obligation to publicly release the results of
any revisions to these forward-looking statements that may be made
to reflect events or circumstances after the date hereof, or to
reflect the occurrence of unanticipated events or changes in the
Company's plans or expectation.
Company Contact: Nicholas R. Toms - NJ Office Chief
Executive Officer T: 973-290-0100 ext 110 ntoms@decisionpt.com
Investor Relations Contact: Stephanie Prince/Jody Burfening
Lippert/Heilshorn & Associates T: 212-838-3777
sprince@lhai.com
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