PFSweb Completes Merger with eCOST.com; Company Poised to Capitalize on Burgeoning Web Commerce Market
February 01 2006 - 7:55AM
Business Wire
PFSweb, Inc. (Nasdaq: PFSW), a global provider of integrated
business process outsourcing (BPO) solutions, and eCOST.com Inc., a
leading online discount retailer, announced today the completion of
a definitive merger agreement. Under the terms of the merger
agreement, each eCOST.com shareholder is entitled to receive one
PFSweb common share for each outstanding share of eCOST.com in a
tax-free, share-for-share transaction where eCOST.com is now a
wholly owned subsidiary of PFSweb. Shareholders of both PFSweb and
eCOST.com overwhelmingly approved the merger at special meetings
held last week. With the completion of the merger, PFSweb now has
approximately 41.4 million shares outstanding. eCOST.com common
stock will no longer be listed on Nasdaq effective February 1,
2006. Mark Layton, CEO of PFSweb, said, "We are pleased to complete
our merger with eCOST.com on schedule following the strong support
from our shareholders. We are excited by the long-term growth
opportunities created by this merger and will focus now on the
full-scale integration process." "This merger represents a
significant milestone for PFSweb," Layton added. "We plan to
leverage our operational infrastructure and technology expertise
with eCOST's web commerce capabilities to generate more profitable
and consistent growth. Our three operating divisions, Services,
Supplies Distributors and eCOST.com, combined for $528 million in
revenue for the trailing 12 months ended September 30, 2005. We
look forward to improving our growth traction and driving future
results as we complete the integration of our businesses throughout
this year." Adam Shaffer, CEO of eCOST.com, stated, "The
combination of eCOST's broad customer base and distinctive product
offerings with PFSweb's advanced technology and distribution
platform should strengthen our position in the multi-billion-dollar
web commerce marketplace. We are confident the strategic benefits
that we are targeting as a result of this merger, including the
achievement of an expected $4-5 million in annual cost savings,
should optimize future performance and enable shareholders to
participate in a significant growth opportunity." About eCOST.com
eCOST.com is a leading multi-category online discount retailer of
high-quality new, "close-out" and refurbished brand-name
merchandise for consumers and small business buyers. eCOST.com
markets over 100,000 different products from leading manufacturers
such as Apple, Canon, Citizen, Denon, HP, Nikon, Onkyo, Seiko,
Sony, and Toshiba primarily over the Internet
(http://www.ecost.com) and through direct marketing. About PFSweb,
Inc. PFSweb develops and deploys integrated business infrastructure
solutions and fulfillment services for Fortune 1000, Global 2000
and brand name companies, including third party logistics, call
center support and e-commerce services. The company serves a
multitude of industries and company types, including such clients
as Adaptec (Nasdaq:ADPT), CHiA'SSO, FLAVIA(R) Beverage Systems,
Hewlett-Packard (NYSE:HPQ), International Business Machines
(NYSE:IBM), Nokia (NYSE:NOK), Pfizer, Inc. (NYSE:PFE), Raytheon
Aircraft Company, Rene Furterer USA, Roots, Inc., Smithsonian
Institute and Xerox (NYSE:XRX). To find out more about PFSweb, Inc.
(NASDAQ: PFSW), visit our website at www.pfsweb.com. The matters
discussed herein and, in particular, information regarding the
merger, consist of forward-looking information under the Private
Securities Litigation Reform Act of 1995 and is subject to and
involves risks and uncertainties, which could cause actual results
to differ materially from the forward-looking information. PFSweb
has recently filed a Registration Statement on Form S-4 which
identifies certain factors that could cause actual results to
differ materially from those projected in any forward looking
statements made and investors are advised to review the
Registration Statement and the Risk Factors described therein.
Neither PFSweb nor eCOST undertakes any obligation to update
publicly any forward-looking statement for any reason, even if new
information becomes available or other events occur in the future.
There may be additional risks that we do not currently view as
material or that are not presently known.
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