Avatech Solutions, Inc. and PlanetCAD Inc. Announce Intent to Merge; New Company to Create International Design Automation Force With 20,000 Worldwide Customers.Business Editors/Hi-Tech Writers OWINGS MILLS, Md. & BOULDER, Colo.--(BUSINESS WIRE)--May 2, 2002 Avatech Solutions, Inc., a leading provider of design automation tools, training, integration services, and technical support, and PlanetCAD Inc. (AMEX AMEX See: American Stock Exchange :PCD PCD polycystic disease. ), developer of software solutions for the engineering and manufacturing supply chain, announced today they have executed a Merger Agreement to merge Avatech Solutions, Inc. into a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of PlanetCAD Inc. The merger will combine PlanetCAD's widely recognized manufacturing-based technologies, including PrescientQA(TM) quality- checking, with Avatech's portfolio of software solutions, nationwide sales, marketing and services organization. Under the terms of the merger, PlanetCAD will issue registered shares of its common stock in exchange for all of the outstanding common stock of Avatech Solutions, Inc. Following the closing of the merger, the current PlanetCAD's shareholders will own 25% and Avatech's shareholders will own 75% of PlanetCAD's outstanding common stock. Closing of this merger is subject to certain conditions contained in the merger agreement. Contemporaneously con·tem·po·ra·ne·ous adj. Originating, existing, or happening during the same period of time: the contemporaneous reigns of two monarchs. See Synonyms at contemporary. with the merger, PlanetCAD plans to change its name to Avatech Solutions, Inc. The new combined entity, Avatech Solutions, Inc., will develop and provide customers products and services to fulfill ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. their engineering and manufacturing productivity needs. After closing, the new company is expected to have a combined client base of over 20,000 worldwide customers and 185 employees throughout 21 locations. The company headquarters will be in Owings Mills, MD with a development center in Boulder, CO. The company announced that W.J. (Jim) Hindman, founder of Jiffy A fraction of time that has numerous interpretations depending on who uses it. It may refer to one computer clock cycle, one nanosecond, one millisecond or one AC power cycle. There may be others. See nanosecond. 1. Lube International and Youth Services International, has agreed to serve as Chairman of the new company. Hindman, an Avatech co-founder and Board member said, "By joining forces with PlanetCAD, we will be able to go from a value-added reseller A value-added reseller (VAR) is a company that adds some feature(s) to an existing product(s), then resells it (usually to end-users) as an integrated product or complete "turn-key" solution. to an international technology services company with the capability of developing innovative solutions." It was also announced that Henry D. Felton, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Avatech, will remain as CEO of the new company. "Our comprehensive, nationwide distribution network, backed by our local sales and service organization, is the perfect vehicle to build upon the success of PlanetCAD's PrescientQA(TM) design-quality engineering and supply chain software suites," said Felton. "This merger will allow us to continue our solid commitment to Autodesk (Nasdaq:ADSK ADSK Autodesk, Inc. (NASDAQ stock symbol) ) by strengthening the R & D efforts including an Autodesk platform-based product." "This merger should provide PlanetCAD's customers with support from a world-class sales and service organization with strong manufacturing and engineering automation expertise," said David Hushbeck, President and CEO of PlanetCAD. "The combined organization should provide our customers with a broadened value-based solutions portfolio including multi-CAD platform support for Catia, Unigraphics and Pro-E." About PlanetCAD Inc. PlanetCAD (www.planetcad.com) is headquartered in Boulder, Colorado The City of Boulder (, Mountain Time Zone) is a home rule municipality located in Boulder County, Colorado, United States. Boulder is the 11th most populous city in the State of Colorado, as well as the most populous city and the county and has clients throughout North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. and Europe, with a value-added reseller network supporting the European customer base. PlanetCAD provides Cycle Time Reduction(TM) solutions for the manufacturing supply chain. Their award-winning products reduce cycles, costs and waste from design to manufacture by seamlessly integrating engineering data communication with supply chain transactions. PlanetCAD's current products include SCS / Envoy envoy: see diplomatic service. Envoy - Motorola's integrated personal wireless communicator. Envoy is a personal digital assistant which incorporates two-way wireless and wireline communication. (TM), which reduces product time-to-market by bringing organizations closer together in the manufacturing supply chain, and the award-winning PrescientQA(TM) design-quality engineering software suite, which reduces costly design errors, accelerates time-to-market, and improves the product development process through advanced quality control of design engineering. About Avatech Solutions Avatech Solutions, Inc. (www.avatechsolutions.com) is one of the most trusted names in design automation software, training and comprehensive technical services. Headquartered in Owing Mills, Maryland, the company offers a complete solution to customers through its national network of 20 locations coast to coast--backed by a professional services (job) professional services - A department of a supplier providing consultancy and programming manpower for the supplier's products. group, training centers and a national support center. The company is the largest Autodesk software provider in the U.S., and also offers an expanded line of products from manufacturers such as Bentley Systems Bentley Systems, Incorporated, provides software for the "Design, construction and operation of the world's infrastructure". The company’s software serves the building, plant, civil, and geospatial vertical markets in the areas of architecture, engineering, construction (AEC) , Cyco Software and Hewlett-Packard. Avatech Solutions' 18,000 clients include industry leaders from the Engineering News Record's Top 100 and Fortune 500 lists. This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. about the expectations, beliefs, plans, intentions and strategies relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the merger of Avatech Solutions, Inc. and PlanetCAD, Inc. There are a number of important factors that could cause actual results to differ materially from those anticipated by any forward-looking information. In particular, while the companies have executed a definitive agreement, there is no assurance that they will complete the transaction. If the companies do not receive the necessary government or stockholder approvals or fail to satisfy conditions for closing, the transaction may terminate. A description of risks and uncertainties attendant to PlanetCAD and its industry, and other factors that could affect PlanetCAD's financial results, are included in PlanetCAD's Securities and Exchange Commission filings, including, but not limited to, PlanetCAD's annual report on Form 10-KSB for the year ended December 31, 2001. PlanetCAD Inc. will file with the Securities and Exchange Commission a proxy statement/prospectus and other documents regarding the proposed business combination transaction referred to in the foregoing information. Investors and shareholders are urged to read the proxy statement/prospectus when it becomes available, because it will contain important information. A definitive proxy statement/prospectus will be sent to shareholders of PlanetCAD seeking their approval of the transaction. Investors and shareholders may obtain a free copy of the definitive proxy statement/prospectus (when they are available) and other documents filed by PlanetCAD Inc. with the Commission at the Commission's web site at www.sec.gov. The definitive proxy statement/prospectus and other documents also may be obtained for free by directing a request to Joy Godesiabois at PlantCAD Inc. at Tel: (303) 209 9242 or joy@planetcad.com. PlanetCAD, Inc. and its directors, executive officers and other members of its management and employees may be soliciting proxies from its shareholders in favor of the merger. Information concerning persons who may be considered participants in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of PlanetCAD's shareholders under the rules of the Securities and Exchange Commission is set forth in PlanetCAD's Form 10-KSB for the year ended December 31, 2001, as amended, filed by PlanetCAD with the Commission on April 1, 2002. |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion