Comamtech and DecisionPoint Systems, Inc. Enter Into an Arrangement Agreement
2010年10月20日 - 10:10PM
Marketwired
Copernic Inc. ("Copernic") (NASDAQ: CNIC) hereby announces that a
wholly-owned subsidiary of Copernic, Comamtech Inc. ("Comamtech"),
has entered into a definitive arrangement agreement (the
"Arrangement Agreement") with DecisionPoint Systems, Inc. (OTC.BB:
DNPI ("DNPI"), with respect to an arrangement (the "Arrangement")
to acquire all the outstanding shares of DNPI in a reverse
take-over. All dollar amounts referred to herein are U.S. dollars
unless otherwise stated.
The Arrangement will be completed by way of a plan of
arrangement under Section 182 of the Business Corporations Act
(Ontario) (the "Plan of Arrangement") and provides for the
amalgamation of DNPI with 2259736 Ontario Inc., a wholly-owned
subsidiary of Comamtech. In consideration for the amalgamation,
shareholders of DNPI will exchange all of their shares of DNPI into
common shares of Comamtech, except that DNPI shareholders holding
DNPI preferred shares will exchange such shares for preferred
shares of Comamtech, which in turn, shall be convertible into
common shares of Comamtech.
In addition, the outstanding DNPI options and warrants to
purchase DNPI's existing common shares under DNPI's existing stock
option plans and outstanding warrant agreements will be exchanged
for equivalent options and warrants to purchase common shares of
Comamtech.
After the closing of the previously announced arrangement
between Copernic, Comamtech and N. Harris Computer Corporation
("Harris") as a result of the Arrangement with DNPI, shareholders,
warrant and option holders of DNPI will hold approximately 70.6% of
the issued and outstanding shares of Comamtech, on a fully-diluted
basis. The transaction outlined in the Plan of Arrangement, subject
to various conditions, is expected to close prior to the end of the
year.
The Board of Directors of Comamtech has unanimously approved the
Arrangement and has determined that the Arrangement is in the best
interest of the shareholders of Comamtech and recommends that the
shareholders of Comamtech approve the Arrangement. This
recommendation is based in part on a fairness opinion prepared by
ModelCom Inc. ("ModelCom"). ModelCom was retained to provide an
opinion as to the fairness of the Arrangement from a financial
point of view to the shareholders of Comamtech and has determined
that the proposed transaction is fair from a financial point of
view to the shareholders of Comamtech.
Completion of the Arrangement will be subject to certain
customary conditions, including approval of the Arrangement by not
less than 66 2/3 percent of the votes cast at a special meeting of
the shareholders of Comamtech. The shareholders of Comamtech will
be asked, at the special meeting, to approve the continuance of
Comamtech under the General Corporation Law of the State of
Delaware. The completion of the Arrangement is also subject to
court approvals, the approval of the amalgamation by DNPI
shareholders, the closing of the transaction with Harris and
certain regulatory approvals. Copernic's shareholders are cautioned
that the failure to occur of any of these conditions, as well as
others as outlined in the Arrangement Agreement, will result in the
termination of the Arrangement Agreement.
Pursuant to the Arrangement Agreement, Comamtech has agreed to
pay DNPI a termination fee of $500,000 in certain circumstances if
the proposed Arrangement is not completed. DNPI, likewise, has
agreed to pay Copernic a termination fee of $500,000 in the event
of a material breach or non-performance by DNPI of its obligations
under the Arrangement Agreement. The Arrangement Agreement also
contains mutual non-solicitation covenants and mutual rights to
match any superior proposal.
As previously announced, Comamtech and Copernic were actively
seeking a business acquisition intended to facilitate the continued
listing of shares on Nasdaq Capital Markets ("Nasdaq"). Comamtech
and Copernic have been advised by Nasdaq that a delisting letter
will be issued in connection with the Harris transaction after
which Comamtech may file an appeal. On the basis of the prospective
transaction with DNPI, Comamtech expects to successfully appeal the
delisting letter and meet the applicable Nasdaq requirements for
continued listing and trading of shares.
Comamtech will in due time mail an information circular and
proxy statement (the "Information Circular") in connection with the
Arrangement. The Arrangement will be considered by the shareholders
of Comamtech at a special meeting of Comamtech shareholders to be
held at the time and location to be set forth in the Information
Circular. The Information Circular will contain details concerning
the Arrangement, including the conditions and procedures for it to
become effective and will include a copy of ModelCom's fairness
opinion. The shareholders of Comamtech are urged to carefully
review the Information Circular and accompanying materials as they
will contain important information regarding the Arrangement and
their rights and entitlements in connection therewith.
At the completion of the transaction, the current DNPI Board of
Directors along with Messrs. Ferland and Yelin will form the new
Board of Directors for the merged entity which at that time will be
named DecisionPoint Systems.Inc. Mr. Nicolas Toms the current
Chairman and CEO of DNPI will continue his functions with the new
Company.
Mr. Ferland,CEO of Copernic and Comamtech stated that "this
merger with a deal value of $15.3M for DNPI represents the final
chapter converting our business from search engines to mobile
applications using wireless and RFID technologies to empower
customer facing employees. DNPI with over $50M in sales, a proven
track record in serving marquee corporate customers, and a
management team with previous success in building shareholder value
is well positioned to continue its growth and build an industry
winner. Furthermore I wish to thank our shareholders for their
patience while we have transitioned the company through complex
transactions."
About Comamtech Inc.
Comamtech is the successor to Copernic which will be sold to
N.Harris upon the approval of shareholders at a forthcoming Special
Shareholders meeting scheduled for October 25th. 2010
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.
Statements contained in this press release, which are not
historical facts, are forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are subject to risks and
uncertainties that can cause actual outcomes to differ materially
from plans, projections, expectations and other anticipated
results. Some of these risks and uncertainties are detailed in the
Company's filings with the U.S. Securities and Exchange Commission
and the Ontario Securities Commission. The Company expressly
disclaims an intent or obligation to update any description of the
scope, focus or subject matter of the forward-looking statements or
any other matters contained in this press release except as
otherwise required by law.
Contacts: Copernic Inc. and Comamtech Inc. Marc Ferland,
President and Chief Executive Officer Toll Free: 877-289-4682 #1013
418-527-0528 #1013 mferland@copernic.com www.copernic.com
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