NEW YORK and REDWOOD CITY, Calif., June 24 /PRNewswire-FirstCall/ -- EDGAR® Online,
Inc. (Nasdaq: EDGR) and UBmatrix, Inc. today announced the signing
of a definitive merger agreement that would create the first global
end-to-end provider of solutions for the creation, validation and
analysis of XBRL (eXtensible Business Reporting Language) content.
UBmatrix is one of the original inventors of the XBRL
financial standard, which is being mandated worldwide by many
regulators to improve the transparency and efficiency of business
reporting.
The merger would combine EDGAR Online's position as the leading
provider of U.S. Securities and Exchange Commission (SEC) public
company XBRL filings and XBRL data, and UBmatrix's experience as
the leading XBRL software provider to independent software vendors
and major U.S. and international regulators. The combined
entity will be strongly positioned to provide global markets with
XBRL based transparency solutions from issuers to regulators to
investors.
The merger will be an all equity transaction with the issuance
by EDGAR Online of preferred and common shares equal to
approximately 16% of the Company's common stock on a fully diluted
basis, subject to post-closing adjustments. Currently
UBmatrix has $1.8 million of cash on
its balance sheet, and will be required to satisfy all indebtedness
by the closing. In addition to the merger consideration, current
UBmatrix shareholders have agreed to invest an additional
$2 million in cash into the Company
through the purchase of additional EDGAR Online preferred shares
(convertible into 1,381,088 common shares of EDGAR Online as of
January 28, 2015).
Executive Comments
"We are proud to announce this strategic merger. UBmatrix
is the leader in XBRL software and is relied upon by some of the
largest regulators and software companies in the world. EDGAR
Online is a world leader in XBRL filing services and data used by
some of the largest issuers and investment firms in the world.
The new company will be strongly positioned as a global
leader in XBRL software, services and data," said Philip Moyer, President and CEO of EDGAR Online.
"We expect this combination of businesses, brands and
intellectual capital will allow us to expand the set of solutions
we can offer to customers and partners in this rapidly growing
market."
"Creating a single comprehensive source for XBRL solutions in
support of financial transparency will accelerate the market for
this information exchange standard," said Sunir Kapoor, President and CEO of UBmatrix,
which is a privately held company headquartered in Redwood City, California. "Just as
important, we believe that we will have the broadest and strongest
network of partners in the industry. We expect this to ease
adoption of the XBRL standard for organizations across the global
financial information supply chain - from corporate filers and
regulators to financial data providers and investors."
Kapoor to Remain President of UBmatrix; Schuler to Join Board of EDGAR Online
Under the terms of the agreement, UBmatrix will become a
wholly-owned subsidiary of EDGAR Online. It is expected to
initially operate as a standalone unit of the combined company,
using its existing brand and under the leadership of Kapoor, who
will serve as President of the unit. Barry Schuler, a
director on the board of UBmatrix and former chairman and CEO of
America Online Inc., will join the board of EDGAR Online at
closing.
When the merger becomes effective, the shareholders of UBmatrix
will be entitled to receive an initial payment of approximately
74,379 shares of EDGAR Online Series C Preferred Stock (initially
convertible into 5,129,573 shares of common stock) and 2,685,088
shares of EDGAR Online Common Stock in consideration for the
merger, a portion of which shares of common stock will be issued to
employees of UBmatrix. Approximately 1,622,042 shares of
EDGAR Online Common Stock will be paid into escrow to secure the
post-closing indemnification obligations of the UBmatrix
stockholders. Through January 28,
2015, Series C Preferred Stock issued in the merger is
expected to receive paid-in-kind dividends that will result in it
being convertible into an additional 2,998,957 shares of EDGAR
Online common stock. In connection with the merger agreement
and simultaneously with the closing, the UBmatrix shareholders will
purchase an additional $2 million
worth of Series C Preferred Stock with cash (initially convertible
into 871,546 shares of common stock) pursuant to a Stock Purchase
Agreement. This Series C Preferred Stock is expected to receive
paid-in-kind dividends that will result in it being convertible
into an additional 509,542 shares of EDGAR Online common stock.
Since its founding, EDGAR Online has transformed itself from a
provider of U.S. SEC EDGAR documents into the leading provider of
XBRL filing services, data and analytical tools, and has produced
over 37% of all mandated XBRL filings submitted to the SEC to date,
without a single restatement. EDGAR Online has also built the
only historical XBRL data set in the U.S. market, which is widely
used by money managers, ETFs, hedge funds, and corporate
analysts.
UBmatrix is a leading provider of a complete portfolio of
XBRL-based software solutions for global regulatory organizations
and commercial enterprises, including the Federal Deposit Insurance
Corporation, Keane Federal Systems under contract to the SEC,
Deposit Insurance Corporation of Ontario, Banque de France and Belgian Tax Authority.
UBmatrix licenses XBRL software solutions to some of the
world's largest enterprise software vendors including Oracle and
SAP. UBmatrix holds the seminal XBRL patent #6,947,947,
issued in 2005 and entitled "method for adding metadata to
data."
The definitive merger agreement has been approved by the Boards
of Directors of both companies and by the shareholders of
UBmatrix. The issuance of the EDGAR Online stock in the
merger and certain of the other transactions contemplated by the
merger agreement are subject to a vote by the EDGAR Online
shareholders. Closing is contingent on this approval as well
as other customary closing conditions. If the agreement is
approved by shareholders, it is anticipated that the merger will be
consummated in the third quarter of 2010.
Conference Call Details
EDGAR Online will host a conference call to discuss this
announcement at 12:00 p.m. Eastern
Time today. EDGAR Online's President and CEO, Philip Moyer, will host the call along with
Sunir Kapoor, President and CEO of
UBmatrix. To participate, please dial 877-407-8031 (Domestic) or
201-689-8031(International).
The call will also be broadcast simultaneously and archived on
the Internet at: http://www.edgar-online.com/investor/.
About XBRL
XBRL is a language for the electronic communication of business
and financial data which is revolutionizing business reporting
around the world. In 2009, the SEC mandated that public
companies submit XBRL documents to the SEC along with their
quarterly, annual, and other public filings over a three-year
phase-in period. The US FDIC has been collecting reports in
XBRL since 2005. The HM Revenue and Customs (HMRC) has
mandated that all companies submit their annual tax filings in XBRL
to the HMRC beginning in April 2011.
In addition, banking, financial and tax regulators in
Australia, China, France, Germany, Japan, and other countries across the globe
are adopting XBRL as a regulatory standard as it improves the
efficiency and transparency regulatory compliance.
About EDGAR® Online, Inc.
EDGAR Online, Inc. (www.edgar-online.com) (Nasdaq: EDGR) is a
leader in the distribution of company data and public filings for
equities, mutual funds and a variety of other publicly traded
assets. The company delivers its information products via online
subscriptions and data licenses directly to end-users, embedded in
other web sites and through a variety of redistributors.
EDGAR Online has also developed proprietary automated systems
that allow for the rapid conversion of data and is a pioneer and
leader in XBRL. The company uses its automated processing
platform and its expertise in XBRL to produce both datasets and
tools and to assist organizations with the creation, management and
distribution of XBRL financial reports.
About UBmatrix
UBmatrix, Inc. (www.ubmatrix.com) is the leading provider of
XBRL-based software solutions for global organizations and
enterprises, enabling them to more efficiently and effectively
address the challenges of business and financial information
management, Governance, Risk and Compliance and external reporting.
UBmatrix markets through an extensive network of OEM
partners, including Oracle, SAP, Information Builders, and
Wolters Kluwer, and implementation
partners including Aguilonius Consulting, CapGemini, Ciber, CSC,
Deloitte, INMAN, Kolon-Benit, NTT Data, and Umanis. Users of
UBmatrix solutions include the FDIC, Banque de France, and Keane Federal Systems under
contract to the U.S. Securities and Exchange Commission.
UBmatrix XBRL solutions increase operational efficiency and
financial transparency, and ensure reporting accuracy and
regulatory compliance. UBmatrix is based in Silicon Valley
with development centers in Bellevue,
WA, and New Delhi,
India.
Additional Information
In connection with the proposed issuances of EDGAR Online stock
in the above-described transactions, EDGAR Online will file with
the SEC a proxy statement. EDGAR Online will mail the proxy
statement to its stockholders. EDGAR Online urges investors and
security holders to read the proxy statement regarding the proposed
issuances when it becomes available because it will contain
important information. You may obtain copies of all documents filed
with the SEC regarding these transactions, free of charge, at the
SEC's web site (www.sec.gov). You may also obtain these documents
free from EDGAR Online at www.edgar-online.com, or by contacting
the EDGAR Online Investor Relations Department at (203)
852-5660.
EDGAR Online and its directors, executive officers and certain
other members of management and employees may be soliciting proxies
from EDGAR Online stockholders in favor of the stock issuances.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the EDGAR Online
stockholders in connection with the proposed stock issuances will
be set forth in the proxy statement when it is filed with the SEC.
You can find information about EDGAR Online's executive officers
and directors in the proxy statement for EDGAR Online's 2009 annual
meeting of stockholders, filed with the SEC on April 27, 2009, and in its Current Report on Form
8-K, filed with the SEC on January 29,
2010. Free copies of these documents may be obtained from
EDGAR Online as described above.
Use of Forward-Looking Statements
Forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995 may be included in this press
release. These statements relate to future events and/or our future
financial performance and include, without limitation, statements
regarding our future growth prospects, future demand for our XBRL
business, future innovations in our data and solutions and
subscriptions business, the integration of UBmatrix into our
business and the approval by our shareholders of certain
transactions contemplated by the merger agreement. These statements
are only predictions and may differ materially from actual future
events or results. EDGAR Online, Inc. disclaims any intention or
obligation to revise any forward-looking statements whether as a
result of new information, future developments or otherwise. Please
refer to the documents filed by EDGAR Online, Inc. with the SEC,
which identify important risk factors that could cause actual
results to differ from those contained in forward-looking
statements, including, but not limited to risks associated with our
ability to (i) increase revenues, (ii) obtain profitability, (iii)
obtain additional financing, (iv) changes in general economic and
business conditions (including in the online business and financial
information industry), (v) actions of our competitors, (vi) the
extent to which we are able to develop new services and markets for
our services, (vii) the time and expense involved in such
development activities, (viii) risks in connection with
acquisitions, (ix) the level of demand and market acceptance of our
services, (x) changes in our business strategies and (xi) risks
relating to the merger with UBmatrix, Inc. and the integration of
its business into ours.
EDGAR® is a federally registered trademark of
the U.S. Securities and Exchange Commission. EDGAR Online is not
affiliated with or approved by the U.S. Securities and Exchange
Commission.
SOURCE EDGAR Online, Inc.