Electronic Retailing Systems International, Inc. Commences Winding Down of its Electronic Shelf Label Operations.Business Editors NORWALK, Conn.--(BUSINESS WIRE)--May 2, 2001 Forms Special Board Committee to Consider Merger Proposal from Principal Stockholders Electronic Retailing Systems International, Inc. ("ERS ERS, n.pr See extended rotated side-bent. ")(OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). BB:ERSI ERSI Environment Remote Sensing Institute ) announced today it has commenced the winding down of its electronic shelf label Electronic Shelf Label is a system used by Retailers for displaying price on shelves. Automating the price change process enhances in-store merchandising and store compliance. These features add up to increased sales and reduced overall operational costs. (ESL (1) An earlier family of client/server development tools for Windows and OS/2 from Ardent Software (formerly VMARK). It was originally developed by Easel Corporation, which was acquired by VMARK. ) operations on an orderly basis. This decision is a result of apparent insufficient interest in the retail community for ESL systems to justify or attract further economic investment in the reasonably foreseeable future. ERS will continue to support its customers over a period anticipated as 90 days, and plans to provide each customer with adequate supplies and spares so as to maintain the current installed base of ESL systems for the near term. ERS will continue its management agreement with NewCheck Corporation. ERS also announced the formation of a special board committee to consider a proposal received from Norton Garfinkle Norton Garfinkle (born February 26, 1931) is an economist and author. He received a BA with honors from Columbia University and did his graduate work at Columbia University and Princeton University. and Bruce F. Failing, Jr., who beneficially own approximately 51.7% of the outstanding ERS Common Stock, to acquire, for cash, the shares of ERS Common Stock not contributed by them and certain other investors to a newly-formed corporation organized by them ("Holdco"). The proposed transaction would be accomplished through (i) the merger into ERS of a subsidiary of Holdco, following the reclassification Reclassification The process of changing the class of mutual funds once certain requirements have been met. These requirements are generally placed on load mutual funds. Reclassification is not considered to be a taxable event. of the ERS Common Stock contributed to Holdco as shares of a new Class B Common Stock of ERS to be outstanding after the merger as the sole class of common equity of ERS, and (ii) the payment by Holdco to the remaining holders of ERS Common Stock of $0.24 per share. The proposed transaction is subject to agreement with ERS and, subsequently, negotiation of definitive documentation. The special board committee intends to engage investment bankers 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. and special counsel to advise it concerning the proposed transaction. This press release contains forward-looking statements that involve risks and uncertainties. ERS' actual results may vary from those anticipated due to a number of factors, including, without limitation, the timely availability and acceptance of new products, the rate of development of the emerging market for electronic shelf label systems, the impact of competitive products and pricing, the ability to obtain system components from suppliers, the management of growth, and other factors set forth in reports and other documents filed by ERS with the Securities and Exchange Commission from time to time. |
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