NEW YORK, Oct. 21 /PRNewswire-FirstCall/ -- EDGAR® Online®,
Inc. (Nasdaq: EDGR), today announced that the Company has filed
with the Securities and Exchange Commission ("SEC") an investor
presentation highlighting a number of important facts pertaining to
its previously announced merger agreement with UBmatrix, Inc. and a
related preferred stock purchase agreement entered into with
certain stockholders of UBmatrix, pursuant to which EDGAR Online
will acquire UBmatrix. 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. Pursuant to the preferred stock purchase agreement,
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.
The facts contained in the investor presentation related
primarily to the operational and strategic rationales for the
transaction. EDGAR Online intends to use this investor
presentation when discussing the UBmatrix transaction with
stockholders in advance of the stockholders meeting. The
complete investor presentation is available in the "Investor
Relations" section of EDGAR Online's website at
www.edgar-online.com or at the SEC's website, www.sec.gov.
The transactions will be considered at EDGAR Online's 2010
Annual Meeting of Stockholders, which is scheduled for November 18, 2010. EDGAR Online
stockholders of record as of the close of business on October 11, 2010, are entitled to notice of, and
to vote at, the meeting. EDGAR Online filed with the SEC its
definitive proxy materials for the Annual Meeting of Stockholders
on October 20, 2010.
The EDGAR Online Board of Directors recommends stockholders vote
FOR the proposals relating to the UBmatrix transactions today – by
telephone, by Internet or by signing, dating and returning the
company's proxy card.
Stockholders who have any questions or need assistance voting
their shares should contact Domenick de
Robertis at Alliance Advisors, EDGAR Online's proxy
solicitor, by calling 973-873-7700 or by e-mailing
DDeRobertis@allianceadvisorsllc.com.
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.
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.
Where You Can Find More Information
In connection with the proposed issuances of EDGAR Online stock
in the above-described transactions, EDGAR Online filed a
definitive proxy statement with the SEC on October 20, 2010 and a definitive proxy statement
and form of proxy, as well as additional proxy materials, were
mailed to EDGAR Online's stockholders beginning on or about this
date. 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 about the
proposed transactions. 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.
Participants in the Solicitation
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 2010 annual
meeting of stockholders, filed with the SEC on October 20, 2010. Free copies of this document
may be obtained from EDGAR Online as described above.
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.
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