Ecometry Corporation Announces Management Buyout.Business Editors/High-Tech Writers DELRAY BEACH Delray Beach, resort city (1990 pop. 47,181), Palm Beach co., SE Fla., on the Atlantic coast; settled 1895, inc. 1911. Mostly residential, Delray Beach is also the trade center for a citrus-fruit and vegetable-growing region. , Fla.--(BUSINESS WIRE)--Oct. 25, 2001 Ecometry Corporation (Nasdaq:ECOM ECOM Electronic Commerce ECOM Emergency Communications ECOM Electronics Command (Army) ECOM Emission Control ECOM Electronic Computer-Originated Mail ECOM United States Army Electronics Command ECOM Ethernet Communication Module ), a leading provider of integrated software Separate software components or applications that have been combined into one package. See integrated software package. solutions for multi-channel commerce, today announced that an Independent Committee of the Board of Directors has accepted an offer, subject to shareholder approval, from SG Merger Corporation to purchase all of the shares of the Company's outstanding common stock for $2.70 per share. SG Merger Corp. is wholly owned by Wilburn W. Smith, the Company's Chairman and Executive Vice President of Sales, and Allan J. Gardner, a director of the Company and its Chief Technology Officer. Smith and Gardner are the co-founders of the Company and currently own approximately 35% of the Company's common stock. SG Merger and Smith and Gardner signed an agreement and plan of merger with the Company today pursuant to which SG Merger would acquire all of the shares of common stock of the Company (other than shares held by SG Merger and Smith and Gardner) in a cash merger after the Company obtains shareholder approval. The merger is subject to the condition that holders of a majority of the common stock not held by SG Merger Corp. and Smith and Gardner vote in favor of the merger. The merger would result in Smith and Gardner owning all of the outstanding common stock of the Company. "Although my confidence in the long-term prospects of this Company has never wavered, the past year has presented challenges for our industry as well as for our Company," said Wilburn Smith. "It is clear that the public markets do not view our sector favorably, and given the current economic climate, it is unlikely that this situation will improve in the near term." Allan Gardner added, "We think that our offer to pay an 80% premium to today's closing price gives the public a fair price for its shares. It will also allow me, Mr. Smith and our management team time to focus our efforts on long-term strategic initiatives rather than the quarter-to-quarter results that Wall Street demands." Prior to the consummation of this transaction, the Company will file a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. with the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities and Exchange Commission (SEC). Shareholders are urged to read the proxy statement when it becomes available to learn important information about the Company and the proposed transaction. Shareholders will be able to obtain copies of these documents when they become available, along with other documents filed with the SEC, free of charge, through the web site maintained by the SEC at http://www.sec.gov. Shareholders can also obtain, free of charge, copies of the proxy statement when it becomes available, along with any documents the Company has filed with the SEC by contacting the Company at (561) 265-2700. The Company, Wilburn Smith, Allan Gardner and the Company's other directors may be deemed to be participants in the solicitation of the Company's shareholders in favor of the merger. Information concerning the direct or indirect interests, by security holdings or otherwise, of these persons is contained in the Company's proxy statement relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc its 2001 annual meeting of shareholders filed with the SEC on March 22, 2001. About Ecometry Corporation Ecometry is a leading provider of multi-channel commerce solutions worldwide. The Ecometry family of products ensures customer satisfaction throughout the multi-channel shopping and buying experience. Its flagship product A primary product of a company, which is typically why the company was founded and/or what made it well known. For example, MS-DOS, Windows and the Microsoft Office suite have been flagship products of Microsoft. CorelDRAW is a flagship product of Corel Corporation. , Ecometry Retail Enterprise (TM), is a customer-centric, high volume suite of business applications designed to completely automate front-end and back-end In their most general meanings, the terms front end and back end refer to the initial and the end stages of a process flow. These terms acquire more special meanings in particular areas. operations across multiple channels. It enables retailers to acquire, retain and manage customers, suppliers and partners from one centralized database. Headquartered in Delray Beach, Florida Delray Beach is a city in Palm Beach County, Florida, USA. As of the 2000 census, the city had a total population of 60,020. As of 2004, the population estimated by the U.S. Census Bureau is 64,150. , Ecometry's client roster includes industry-leading retailers such as Nordstrom, Time Life, Brookstone, Zales, Hickory Farms, MicroWarehouse, KBKids.com, Nine West, Coldwater Creek Coldwater Creek is a clothing retailer which is based in Sandpoint, Idaho, United States. The company was founded in 1984 by Dennis Pence. The company had 239 stores in operation at the end of the 2006 fiscal year.[1] Notes 1. ^ Coldwater Creek. , Hallmark, Urban Outfitters and RedEnvelope.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. This press release contains forward-looking statements including statements made about the merger and statements made about the prospects of the Company. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements, including the risk that the conditions to the merger, including the requirement to obtain shareholder approval of the merger, will not be satisfied and the merger will not be completed. Other factors associated with our business that may affect our operations are discussed in our Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. , filed on March 16, 2001, and our other filings with the SEC. |
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