BOS Purchases Assets of Quasar in Exchange for Issuance of Shares.TERADYON, Israel -- -B.O.S. Better On-Line Solutions Ltd. ("BOS" or the "Company") (Nasdaq:BOSC) (TASE TASE Tel Aviv Stock Exchange TASE The All Seeing Eye TASE Tactical Air Support Element TASE Thrust Assessment Support Environment TASE Telecontrol Application Service Elements (IEC communications protocol) :BOS), a global developer of high quality communication solutions, announced today that it has entered into a definitive asset purchase agreement with Quasar Communication Systems Ltd. ("Quasar"), an Israeli company engaged in the business of developing, manufacturing and selling of cellular communication gateways. Under the Agreement BOS shall purchase the majority of Quasar's assets relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc Quasar's business, including its fixed assets fixed assets npl → activo sg fijo fixed assets npl → immobilisations fpl fixed assets fix npl → , product lines, intellectual property rights and industrial rights, know-how, technology, licenses, assignable existing distribution channels and markets, and goodwill. In consideration for the acquired assets, the Company has issued Quasar 285,000 Ordinary Shares (6.8% of the current outstanding shares of the Company), which are subject to a "lock-up" period of one year. The Company also committed to purchase Quasar's inventory in the ordinary course of business, for cash consideration equal to the book value of Quasar's inventory. The Ordinary Shares issued will not be registered under the Securities Act of 1933, and may not be subsequently offered or sold by the investors without registration or an applicable exemption from the registration requirements. The Company has agreed to grant Quasar certain incidental registration rights, to cover the resale of the Ordinary Shares issued in this transaction, subject to certain terms and conditions. Adiv Baruch, President and 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 B.O.S., commented: "The transaction is a strategic step for the Company, implementing the Company's M&A strategy to continue developing the communication division, while offering our clients an extended product line that will enable savings in telecommunication expenses for enterprise and SOHO Soho (sōhō`, sə–), district of Westminster, London, England, known for its continental restaurants. Once a fashionable quarter, it became popular among writers and artists in the 19th cent. clients. Quasar's sales structure and worldwide sales channels, together with BOS' VOIP (Voice Over IP) A digital telephone service that uses the public Internet as well as private backbones instead of the traditional telephone network. Many companies, including Vonage, 8x8 and AT&T (CallVantage), typically offer calling within the country for a R&D capabilities will accelerate the penetration of both the Company's and Quasar's products into additional markets, and enable us to be a unique player in the growing telecommunication industry, which is seeking VOIP and cellular gateways solutions." Edouard Cukierman, Chairman of the Board, commented: "I am pleased to see that management is carrying out the Board's strategy, not only to grow generically, but also to carry out the Company's M&A strategy." About B.O.S. Through its 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. , BOScom, the Company develops, produces and markets multi-functional, cross-enterprise communication and networking products. Marketed under the BOSaNOVA brand, these products are renowned for their simplicity of use, quality, and reliability. Communication line (www.boscom.com) offers VOIP innovative convergence migration solutions that leverage a corporation's existing equipment infrastructure. The Connectivity line (www.bosweb.com) provides solutions for IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) midrange-to-PC and LAN (Local Area Network) A communications network that serves users within a confined geographical area. The "clients" are the user's workstations typically running Windows, although Mac and Linux clients are also used. connectivity and GUI (Graphical User Interface) A graphics-based user interface that incorporates movable windows, icons and a mouse. The ability to resize application windows and change style and size of fonts are the significant advantages of a GUI vs. a character-based interface. emulation, and printing solutions that are operating system-independent. Software Utilities line (www.printbos.com) provides solutions for document design, distribution and management for a wide range of operating systems, including mainframe and UNIX UNIX Operating system for digital computers, developed by Ken Thompson of Bell Laboratories in 1969. It was initially designed for a single user (the name was a pun on the earlier operating system Multics). . B.O.S. (www.boscorporate.com) was established in 1990 and became a public company traded on the Nasdaq National Market in 1996 (Nasdaq:BOSC), and on the Tel Aviv Stock Market in 2002 (TASE:BOS). About Quasar Quasar Communication Systems was established in 1993, operating from the headquarter head·quar·ter v. head·quar·tered, head·quar·ter·ing, head·quar·ters Usage Problem v.tr. To provide with headquarters: in ISRAEL. The company is a leading developer and manufacturer of advanced cellular gateways that eliminate interconnection charges between cellular and landline networks. Quasar currently has over 150,000 gateways installed in 40 countries, and their clients include cellular operators, alternative carriers, corporate clients, and government institutions. Quasar's annual sales in 2003 exceeded $3 million. The forward-looking statements contained herein reflect management's current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause the actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of BOS, including, but not limited to, those risks and uncertainties detailed in BOS' periodic reports and registration statements filed with the U.S. Securities Exchange Commission. BOS undertakes no obligation to publicly update or revise any such forward-looking statements to reflect any change in its expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. |
|
||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion