Base Ten Completes Sale of Government Technology Division and $19 Million Private Placement.TRENTON, N.J.--(BUSINESS WIRE)--Jan. 5, 1998--Base Ten Systems Inc. (NASDAQ-NMS:BASEA BASEA Boston Area Solar Energy Association ), announced today that it has completed the previously announced sale of substantially all of the assets, subject to certain liabilities, of its Government Technology Division to Strategic Technology Systems Inc., a newly-formed corporation operated and partially owned by former Base Ten management, following approval at a special meeting of shareholders. The purchase price, which was based on the net assets Net assets The difference between total assets on the one hand and current liabilities and noncapitalized long-term liabilities on the other hand. net assets See owners' equity. of the Division at closing, was approximately $6 million. In addition, the company will receive a warrant exercisable for five percent of the buyers stock in the event of a public offering of the buyer. Principal funding for the management buyout Management buyout (MBO) Leveraged buyout whereby the acquiring group is led by the firm's management. management buyout See going private. was arranged by Andrew Garrett Inc. Separately, Base Ten said that, following approval at the special meeting of shareholders, it has completed the second and final installment of its $19 million private placement of convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". and common stock purchase warrants to institutional investors. Cowen & Co., the company's investment banker Investment Banker A person representing a financial institution that is in the business of raising capital for corporations and municipalities. Notes: An investment banker may not accept deposits or make commercial loans. , arranged the transaction in conjunction with Shoreline Pacific Institutional Finance, division of Financial West Group. Thomas E. Gardner, 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. , stated, "This is the culmination of Base Ten's efforts to divest itself of its defense business in order to become a fully commercial technology company. We can now move forward to fully execute our business plan for the commercial arena." Vice chairman Alexander M. Adelson said, "These events, which represent a milestone for the company, will allow us to move forward in the marketing and growth of our PHARM PHARM Pharmacy 2 business. The financing, and the divesture of the Government Technology Division are integral to the positioning of the company in the commercial software industry."(a) Base Ten Systems Inc. is a diversified technology company concentrating on safety critical products, such as Manufacturing Execution Systems for regulated industries. -0- (a) Forward Looking Information -- except for historical information contained herein, the foregoing contains forward looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements involve known and unknown risks and uncertainties that may cause the company's actual results or outcomes to be materially different from those anticipated and discussed herein. Important factors that the company believes might cause such differences are the risk factors detailed in the company's previous filings with the Securities and Exchange Commission which readers are urged to read carefully in assessing the forward looking statements contained herein. CONTACT: Strategic Growth International Inc. Richard E. Cooper/Robert Schatz, 516/829-7111 |
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