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C-bridge and BEKK Terminate Acquisition Agreement.


Business/Technology Editors

CAMBRIDGE, Mass.--(BUSINESS WIRE)--Feb. 5, 2001

C-bridge Internet Solutions, Inc. (TM)(NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: CBIS CBIS Computer Based Information System
CBIS Christian Brothers Investment Services
CBIS Cincinnati Bell Information Systems
CBIS Chinese Biodiversity Information System
CBIS Certified Brain Injury Specialist
) and BEKK Consulting A/S, today announced that the agreement for C-bridge to acquire BEKK, a Norwegian e-business professional services (job) professional services - A department of a supplier providing consultancy and programming manpower for the supplier's products.  firm, has been terminated.

"Certain approvals from the Norwegian tax ministry were not obtained as required," said Joseph M. Bellini, C-bridge 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. . "Based on slowing growth in the European market and slower than anticipated absorption of wireless technology, we have concluded that it is not in the best interest of our shareholders to negotiate further in an attempt to gain these tax approvals."

As structured, the original deal provided that C-bridge's Norwegian subsidiary, C-bridge Internet Solutions Norway A/S, would purchase 100% of BEKK's outstanding capital stock, held exclusively by BEKK management and employees. The total cost at the time of the acquisition (including amounts paid to BEKK option holders in satisfaction of their options) was anticipated to be $13,000,000, with $3,911,029 to be paid in cash and the balance to be paid in shares of C-bridge common stock. The agreement also provided for an earn-out, which would have required C-bridge to pay an additional amount of up to $4,260,000 on January 31, 2002, depending on the extent to which BEKK met or exceeded agreed upon Adj. 1. agreed upon - constituted or contracted by stipulation or agreement; "stipulatory obligations"
stipulatory

noncontroversial, uncontroversial - not likely to arouse controversy
 revenue and profit targets. The total consideration (cash and stock), including the maximum earn-out payment, which could have been paid in the transaction, was $17,260,000.

The cancellation of the BEKK deal significantly increases C-bridge's cash position, adding almost $4MM to the company's forward cash position. During Q400 and the early part of Q101, in anticipation of acquiring the BEKK resources, C-bridge Europe significantly slowed its Scandinavian hiring. C-bridge Europe had been forecasting revenues of $1.5MM for Q1, assuming the BEKK deal would drive additional forecast visibility. The European revenue forecast has been adjusted accordingly and is now set at $1MM for Q101. This brings the overall C-bridge Q1 revenue forecast down from $23.6MM to $23.1MM for Q101. The impact to first quarter earnings will be a negative $.03 per share, including a one-time charge of $.01 per share for acquisition related costs. C-bridge's total pro-forma net loss (which excludes stock compensation and goodwill amortization expenses) for the first quarter of 2001 is now anticipated to be a net loss of $0.07 per share.

"Although the wireless market has been slower to evolve than originally anticipated, we continue to hire experts from this field in the US, Europe and Asia, positioning C-bridge to capitalize on Cap´i`tal`ize on`   

v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>.
 the wireless market as it emerges," Bellini commented. "We have provided wireless components to four of our most recent solutions, and are anticipating a significant ramp in the future."

Olav E. Folkestad, president of BEKK added, "Norwegian governmental approval was not obtained within the agreement's time limit, and we concluded that it is not in the interest of BEKK to negotiate further."

Both companies confirm that the parting is amicable am·i·ca·ble  
adj.
Characterized by or exhibiting friendliness or goodwill; friendly.



[Middle English, from Late Latin am
.

Conference Call

In addition, C-bridge announced that it will hold a conference call on Monday, February 5 at 5:00 p.m. EST P.M. also p.m. or p.m.
abbr.
post meridiem

Usage Note: By definition, 12 a.m.
 to discuss its decision. This call is open to all parties.

To participate in the conference call, please dial 1-800-231-9012 (Domestic) or 1-719-457-2617 (International). The call will be led by Joe Bellini, president and CEO. Richard Putz, CFO See Chief Financial Officer. , will also participate.

A replay of the call will be available two hours after the completion by dialing 1-888-203-1112 (Domestic) or 1-719-457-0820 (International). The replay will be available until 5:00 p.m. EST Monday February 12, 2001. The replay conference ID number is 760814. An archived copy of this call will also be available until February 12, 2001, on the Company's web site.

If you need further information, please contact Jim Harper, Controller, at 617-528-1614 or e-mail investors@c-bridge.com.

About C-bridge

C-bridge (NASDAQ: CBIS) is the originator Originator

A bank, savings and loan, or mortgage banker that initially made a mortgage loan that is part of a pool. Also, an investment bank that has worked with the issuer of a new securities offering from the beginning and is usually appointed manager of the underwriting
 of the iSolutions approach to e-Enterprise consulting and services. A noted provider of quality, industry-focused e-Enterprise solutions and consulting services Noun 1. consulting service - service provided by a professional advisor (e.g., a lawyer or doctor or CPA etc.)
service - work done by one person or group that benefits another; "budget separately for goods and services"
 to the Global 2000 and emerging industry leaders, C-bridge's experience, execution and strategic counsel to enterprises striving to manage their value chains have earned recognition worldwide. C-bridge iSolutions are the new breed of "productized" services designed to provide organizations with reliable, standards-based, business and technology architecture. iSolutions integrate the e-Enterprise and value chains to retain customers, expand markets and improve efficiencies.

Headquartered in Cambridge, Massachusetts This article is about the city of Cambridge in Massachusetts. For the English university town, see Cambridge, England. For other places, see Cambridge (disambiguation).
Cambridge, Massachusetts is a city in the Greater Boston area of Massachusetts, United States.
, C-bridge is distinguished by its commitment to education as a driver of better decisions, a catalyst for change and a facilitator for successful implementation of strategy. C-bridge works to ensure the success of its clients by providing mentoring, knowledge transfer and executive education to thousands of industry leaders per year. More information about C-bridge can be found at www.c-bridge.com.

"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 under 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

This release contains information about future expectations, plans, and prospects of C-bridge's management that constitute 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.
 for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors including, but not limited to, the profitability of the Company's contracts, the Company's ability to retain existing clients and attract new clients, the Company's ability to hire, train, and retain qualified employees, the Company's ability to continue to develop effective sales and marketing capabilities, the Company's ability to keep pace with the Internet's rapid technological changes, evolving industry standards and changing client requirements, worldwide business use of the Internet, the Internet, the, international computer network linking together thousands of individual networks at military and government agencies, educational institutions, nonprofit organizations, industrial and financial corporations of all sizes, and commercial enterprises  growth in the number of web access devices per user, the occurrence of any failure of the Internet, the continued improvement of security on the Internet, general economic and industry conditions, as well as other factors noted in the Company's Registration Statement on Form S-1 dated December 16, 1999, as filed with the Securities and Exchange Commission and in the Company's Annual Report on Form 10-K/A for the year ended December 31, 1999.

C-bridge is a trademark of C-bridge Internet Solutions, Inc. All other trademarks are the property of their respective companies.
COPYRIGHT 2001 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2001, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Feb 5, 2001
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