@pos.com Announces a Superior Proposal.Business Editors/High-Tech Writers SAN JOSE San Jose, city, United States San Jose (sănəzā`, săn hōzā`), city (1990 pop. 782,248), seat of Santa Clara co., W central Calif.; founded 1777, inc. 1850. , Calif.--(BUSINESS WIRE)--July 22, 2002 On June 27, 2002, @pos.com (www.atpos.com, OTCBB OTCBB See OTC Bulletin Board (OTCBB). :EPOS (Electronic Point Of Sale) See point of sale. ), a leader in secure, interactive electronic transaction technologies, announced the signing of an agreement for the sale of substantially all of its assets and assumption of substantially all its liabilities with HHP HHP Hand Held Products (Barcode Reader Manufacturer, Charlotte, NC) HHP Holistic Health Practitioner HHP High Hydrostatic Pressure HHP Honolulu Heart Program HHP Hydraulic Horsepower HHP Hand-Held Phone (formerly known as Hand Held Products, Inc., a Welch Allyn Welch Allyn, Inc. was founded in 1915 and is today a leading manufacturer of innovative medical diagnostic and therapeutic devices, cardiac defibrillators, patient monitoring systems, and miniature precision lamps. affiliate ("HHP"). On July 19, 2002, @pos received a proposal from Symbol Technologies, Inc. (NYSE NYSE See: New York Stock Exchange :SBL SBL Society of Biblical Literature SBL Symbol Technologies, Inc. (NYSE symbol) SBL Spamhaus Block List SBL Space-Based Laser SBL Securities Borrowing and Lending SBL Supreme Beings of Leisure (band) ), which the @pos Board of Directors has determined to be a superior proposal, to acquire all of the outstanding common stock of @pos. Under the terms of Symbol Technologies' letter of intent, Symbol Technologies will acquire all of the outstanding equity interests in @pos for an aggregate purchase price of $5.5 million. The proposed transaction would be effected through a customary negotiated two-step merger agreement, whereby Symbol Technologies would make a tender offer for all of the outstanding common stock of @pos. The acquisition is contingent upon the satisfaction of a number of conditions including Symbol Technologies' satisfaction with its due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. review of @pos. On July 22, 2002 @pos delivered a copy of Symbol Technologies proposal to HHP. Pursuant to @pos' agreement with HHP, HHP has the greater of two full business days or 48 hours after HHP's receipt of a copy of Symbol Technologies proposal to match the terms of the proposal. About @pos @pos (OTCBB:EPOS) is a leader in secure, interactive electronic transaction technologies. The company delivers technologies that include signature capture pads, web-enabled platforms, smart card interfaces, and encryption engines supporting DES and Triple DES, in addition to offering an extensive suite of software tools. @pos currently markets its products to the retail, government and banking segments for applications that include electronic signature capture, debit and credit payments. For more information, see www.atpos.com, email to info@atpos.com, or call 408/468-5400. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement The matters discussed in this communication include forward-looking statements such as statements relating to our ability to successfully complete the transactions contemplated by HHP and Symbol Technologies and statements relative to the transactions. These forward looking statements are subject to various risks, uncertainties, and other factors that could cause actual results to vary materially from the results anticipated in such forward-looking statements. Such risks and uncertainties include, but are not limited to the possibility that we will be unable to obtain shareholder approval of the transaction or that we will be unable to close the transaction contemplated. The inability to accurately predict the success of the transaction with either company and other risks as detailed from time to time in our filings with the Securities and Exchange Commission represents our judgment as of the date of this release. We disclaim any intent or obligation to update these forward-looking statements. |
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