Shareholder Approval Marks Major Milestone Toward DecisionPoint Completing Reverse Merger
26 Octobre 2010 - 2:05PM
Marketwired
DecisionPoint Systems, Inc. (OTCBB: DNPI), a leading provider of
Enterprise Mobility and RFID solutions, today announced that
shareholders of Copernic, Inc. (NASDAQ: CNIC) have approved the
sale of the company to N. Harris Computer Corporation, a
wholly-owned subsidiary of Constellation Software Inc. (TSX: CSU).
DecisionPoint entered into a reverse merger agreement with
Comamtech, the successor company of Copernic, Inc. on October 20,
2010.
"We are pleased by the result of this important shareholder
vote," said Nicholas Toms, Chief Executive Officer of
DecisionPoint. "With this positive outcome, the operating
businesses of Copernic will be monetized, enabling DecisionPoint
and Comamtech to continue on the path to completing our reverse
merger agreement."
DecisionPoint and Comamtech, the successor company of Copernic,
Inc. announced a reverse merger agreement on October 20, 2010.
Copernic has entered various agreements to divest all of its
operating businesses, resulting in $3.5 million cash and
installment payments due of $5.4 million, or a total of $8.9
million of mainly cash and receivables which will be transferred
into Comamtech; and currently outstanding shares of Copernic will
be exchanged one-for-one for new publicly traded shares in
Comamtech. After the merger, the resulting legal entity will be
named DecisionPoint Systems, Inc. and it is intended that the
merged company will apply to have its common stock listed on the
Nasdaq Capital Market. The entire management team of DecisionPoint
will become the management team of the merged company.
Terms of the merger agreement call for Comamtech to acquire all
of the outstanding common shares of DecisionPoint at an exchange
ratio of 1 Comamtech share for every 8 DecisionPoint outstanding
common shares held by shareholders, for a total issuance of
approximately 4.2 million common shares. Outstanding warrants,
options and preferred shares will be converted at the same ratio.
The merged company is anticipated to have approximately 6.3 million
basic common shares outstanding and 7.4 million fully diluted
shares outstanding. DecisionPoint shareholders are expected to
retain approximately 71% of the new company's outstanding shares on
a fully diluted basis. The transaction is intended to be a tax free
exchange for Federal income tax purposes. Subject to shareholder
approval of both companies as well as other customary closing
conditions and regulatory approvals, the transaction is expected to
close during the fourth quarter.
For further details please refer to the formal announcement made
on October 20, 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.
Under The Private Securities Litigation Reform Act of 1995:
Except for historical information contained herein, the statements
in this news release are forward-looking statements that are made
pursuant to the safe harbor provisions of the Private Securities
Act of 1995. Forward-looking statements involve known and unknown
risks and uncertainties, which may cause a company's actual
results, performance and achievement in the future to differ
materially from forecasted results, performance, and achievement.
These risks and uncertainties are described in the Company's
periodic filings with the Securities and Exchange Commission. The
Company undertakes no obligation to publicly release the results of
any revisions to these forward-looking statements that may be made
to reflect events or circumstances after the date hereof, or to
reflect the occurrence of unanticipated events or changes in the
Company's plans or expectation.
Company Contact: Nicholas R. Toms - NJ Office Chief
Executive Officer T: 973-290-0100 ext 110 ntoms@decisionpt.com
Investor Relations Contact: Stephanie Prince/Jody Burfening
Lippert/Heilshorn & Associates T: 212-838-3777
sprince@lhai.com
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