Shareholders will receive $10.22 per share, a
27% premium
DecisionPoint Systems, Inc. (NYSE American: DPSI), a leading
mobility-first enterprise services and solutions company and a
leading provider of retail in-store solutions and services centered
on Point-of-Sale systems, today announced that it entered into a
definitive agreement to merge with an affiliate of Barcoding
Holdings, LLC (“Barcoding”), a portfolio company of Graham
Partners, in an all-cash transaction.
Steve Smith, CEO of DecisionPoint, commented: “I’m excited by
the prospects of teaming up with Barcoding for the next phase in
DecisionPoint’s growth. We’ve spent the past seven years rebuilding
and repositioning DecisionPoint as a leader in the mobility-first
enterprise space and, over the past year, significantly expanded
our market opportunity within retail and services by acquiring
Macro Integration Services. During this time, our organic and
M&A-driven growth strategy has delivered 20% annual revenue
growth and higher margins and profits. Today’s announcement to be
taken private for $10.22 in cash per share is a capstone for our
public shareholders.
“While this is the end of an era for our public shareholders,
the benefits for employees, customers and partners are just
beginning. The combined company will have immediate scale and
significant cross-selling opportunities for our employees to
pursue, as our overall offering, including our recent investments
in managed services, complements Barcoding’s offerings in data
capture, printing and labeling and mobile computing. From a vendor
and partner standpoint, we already share several strategic
partners. We believe this combination will strengthen those
relationships, and now, both companies will have the opportunity to
build new relationships across each other’s ecosystems. And finally
but most importantly, both companies place a high value on employee
satisfaction, as we recognize our associates are the lifeblood of
our organizations."
Under the terms of the agreement, DecisionPoint stockholders
will receive $10.22 per share in cash, representing an approximate
27% premium over the closing price of $8.05 on April 30, 2024, and
a year-to-date return of 63% over the $6.26 per share price on the
last trading day of 2023.
Mike Stewart, Principal of Graham Partners, added, “We are
excited about the combination of Barcoding and DecisionPoint, which
brings together two experienced management teams and creates an
integrator of scale in supply chain automation. Furthermore, the
combined business is anticipated to enhance the value proposition
for customers, adding service offerings across a customer’s device
life cycle and establishing a national footprint.”
Transaction Timing and Effects
DecisionPoint’s board of directors unanimously approved the
merger agreement and recommended that stockholders vote in favor of
the merger. The Company will send out a proxy and host a special
meeting for shareholders to vote on the merger in the near future.
The transaction is currently expected to close in July 2024,
subject to the approval of DecisionPoint stockholders and the
satisfaction of customary closing conditions. Closing of the
transaction is not subject to a financing condition.
Upon completion of the transaction, DecisionPoint will become a
privately held company and its stock will no longer be publicly
traded. The Company will continue to operate under the
DecisionPoint Systems name and brand.
Advisors
Craig-Hallum Capital Group LLC delivered a fairness opinion to
DecisionPoint’s board of directors with respect to the proposed
transaction, and Polsinelli PC and Cole Schotz P.C. are serving as
legal counsel. Dechert LLP is acting as legal counsel to Barcoding
and its sponsor, Graham Partners.
About DecisionPoint Systems
DecisionPoint Systems, Inc. delivers mobility-first enterprise
managed services and solutions centered around the deployment,
integration and support services for essential retail, supply
chain, hospitality, healthcare and other verticals utilizing data
capture and POS technologies, enabling customers to make better and
faster operational and business decisions. For more information
about DecisionPoint Systems, Inc., visit
https://www.decisionpt.com.
About Barcoding
Barcoding is a supply chain automation and innovation company
that helps organizations be more efficient, accurate, and
connected. With extensive subject matter experience in data
capture, labeling and printing, and mobile computing, Barcoding is
trusted to build and manage solutions for IT and operations teams
worldwide. Founded in 1998, Barcoding is headquartered in
Baltimore, MD, with offices across North America – Philadelphia,
Chicago, Houston, Seattle, Montreal, Toronto, and Vancouver. For
more information, visit www.barcoding.com. Barcoding was
acquired by an affiliate of Graham Partners, Inc. in September
2023.
About Graham Partners
Graham Partners is a private investment firm focused on
investing in technology-driven companies that are spurring
innovation in advanced manufacturing, resulting in product
substitutions, raw materials conversions, and disruptions to
traditional end markets. Graham Partners can offer control or
minority capital solutions and typically targets companies with
EBITDA up to $50 million. Since the firm's founding in 1988 by
Steven Graham, Graham Partners has closed over 160 acquisitions,
joint ventures, financings, and divestitures. The committed capital
raised since inception through the Graham Partners funds together
with Graham-led co-investments totals approximately $5.5 billion as
of December 31, 2023, pro forma for subsequent events, which
differs from Graham’s Regulatory Assets Under Management of
approximately $3.5 billion as of December 31, 2023. For more
information, visit www.grahampartners.net.
Forward-Looking Statements
This communication may contain forward-looking statements, which
include all statements that do not relate solely to historical or
current facts, such as statements regarding the pending merger (the
“Merger”) of DecisionPoint Systems, Inc. (the “Company”) and the
expected timing of the closing of the Merger and other statements
that concern the Company’s expectations, intentions or strategies
regarding the future. In some cases, you can identify
forward-looking statements by the following words: “believe,”
“anticipate,” “expect,” “plan,” “intend,” “estimate, “target” or
the negative of these terms or other similar expressions, although
not all forward-looking statements contain these words. These
forward-looking statements are based on the Company’s beliefs, as
well as assumptions made by, and information currently available
to, the Company. Because such statements are based on expectations
as to future financial and operating results and are not statements
of fact, actual results may differ materially from those projected
and are subject to a number of known and unknown risks and
uncertainties, including, but not limited to: (i) the risk that the
Merger may not be completed on the anticipated timeline or at all;
(ii) the failure to satisfy any of the conditions to the
consummation of the Merger, including the receipt of required
approval from the Company’s stockholders; (iii) the occurrence of
any event, change or other circumstance or condition that could
give rise to the termination of the merger agreement which govern
the terms of the Merger, including in circumstances requiring the
Company to pay a termination fee; (iv) the effect of the
announcement or pendency of the Merger on the Company’s business
relationships, operating results and business generally; (v) risks
that the Merger disrupts the Company’s current plans and
operations; (vi) the Company’s ability to retain and hire key
personnel and maintain relationships with key business partners and
customers, and others with whom it does business; (vii) risks
related to diverting management’s or employees’ attention during
the pendency of the Merger from the Company’s ongoing business
operations; (viii) the amount of costs, fees, charges or expenses
resulting from the Merger; (ix) potential litigation relating to
the Merger; (x) uncertainty as to the Merger and the ability of
each party to consummate the Merger; (xi) risks that the benefits
of the Merger are not realized when or as expected; (xii) the risk
that the price of the Company’s common stock may fluctuate during
the pendency of the Merger and may decline significantly if the
Merger is not completed; and (xiii) other risks described in the
Company’s filings with the U.S. Securities and Exchange Commission
(the “SEC”), such as the risks and uncertainties described under
the headings “Note Regarding Forward-Looking Statements,” “Risk
Factors,” “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and other sections of the
Company’s Annual Report on Form 10-K, the Company’s Quarterly
Reports on Form 10-Q, and in the Company’s other filings with the
SEC. While the list of risks and uncertainties presented here is,
and the discussion of risks and uncertainties to be presented in
the proxy statement on Schedule 14A that the Company will file with
the SEC relating to its special meeting of stockholders will be,
considered representative, no such list or discussion should be
considered a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements.
Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems,
financial loss, legal liability to third parties and/or similar
risks, any of which could have a material adverse effect on the
completion of the Merger and/or the Company’s consolidated
financial condition. The forward-looking statements speak only as
of the date they are made. Except as required by applicable law or
regulation, the Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
The information that can be accessed through hyperlinks or
website addresses included in this communication is deemed not to
be incorporated in or part of this communication.
Additional Information and Where to Find It
This communication is being made in respect of the Merger. In
connection with the proposed Merger, the Company will file with the
SEC a proxy statement on Schedule 14A relating to its special
meeting of stockholders and may file or furnish other documents
with the SEC regarding the Merger. When completed, a definitive
proxy statement will be made available to the Company’s
stockholders. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY
STATEMENT REGARDING THE MERGER (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE
THEREIN) AND ANY OTHER RELEVANT DOCUMENTS FILED OR FURNISHED WITH
THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The Company’s
stockholders may obtain free copies of the documents the Company
files with the SEC from the SEC’s website at www.sec.gov or through
the Company’s website at decisionpt.com under the link “Investors”
and then under the link “SEC Filings”. Alternatively, these
documents, when available, can be obtained free of charge from the
Company upon written request to the Company’s Secretary at 1615
South Congress Avenue, Suite 103, Delray Beach, FL 33445.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
Company’s stockholders in connection with the Merger. Additional
information regarding the identity of the participants, and their
respective direct and indirect interests in the Merger, by security
holdings or otherwise, will be set forth in the proxy statement for
the Company’s special meeting of stockholders and other relevant
materials to be filed with the SEC in respect of the Merger when
they become available. These documents can be obtained free of
charge from the sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240501584133/en/
DecisionPoint Systems Brian Siegel, IRC, MBA Senior
Managing Director, Hayden IR (346) 396-8696
Brian@haydenir.com
Barcoding Shane Snyder President (410) 385-8532
Shane.snyder@barcoding.com
Graham Partners, Inc. Rob Newbold Managing Principal,
Graham Partners (610) 408–0500
rnewbold@grahampartners.net
Christina Morin Managing Principal, Graham Partners (610)
408–0500 cmorin@grahampartners.net
Mike Stewart Principal, Graham Partners (610) 408–0500
mstewart@grahampartners.net
DecisionPoint Systems (AMEX:DPSI)
過去 株価チャート
から 12 2024 まで 1 2025
DecisionPoint Systems (AMEX:DPSI)
過去 株価チャート
から 1 2024 まで 1 2025
