Precision Systems announces pending acquisition of Vicorp N.V.ST. PETERSBURG, Fla.--(BUSINESS WIRE)--April 2, 1996--Precision Systems Inc. (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 :PSYS PSYS Pressure Systems (weather forecasts) PSYS Pseudo System PSYS Public Access Catalog System ;BSE See Bombay Stock Exchange. BSE See Boston Stock Exchange (BSE). ::PNS Peripheral nervous system (PNS) One of the two major divisions of the nervous system. PNS nerves link the central nervous system with sensory organs, muscles, blood vessels, and glands. ) Tuesday announced that it has signed a letter of intent to acquire Vicorp N.V. Vicorp, with operational headquarters in Brussels, is a privately owned developer and distributor of software and integration services which enable the provision of robust intelligent network-compatible interactive voice, data, and videotext vid·e·o·tex also vid·e·o·text n. An information service in which data is transmitted over television cables or telephone lines and displayed on a television or computer screen in the home. applications. Vicorp's sales efforts are focused on global telecommunications carriers and international "Fortune 100" financial service firms. Their customer list includes some of the most aggressive wireless and wireline telecommunications and virtual private network providers in the world, including Bell Mobility (Canada), AirTouch (U.S.), Telcel (Mexico), Tele Danmark Mobil (Denmark), Cable & Wireless (United Kingdom), Sprint TeleMedia (U.S.), Deutsche Telekom (Germany), Telecom Italia (Italy), U.S. West Cellular (U.S.), Telefonica (Spain), Telstra TMG (Australia), Credit Suisse (Switzerland), Banque de France Banque de France National bank of France, created in 1800 to restore confidence in the French banking system after the financial upheavals of the revolutionary period. Napoleon was one of its founding shareholders. (France), ABN Amro Bank (the Netherlands), and Deutsche Bank (Germany), among many others. Vicorp currently supports their more than 600 customers in 35 countries around the world through direct sales offices and a network of distributors in Europe, the Americas, and Asia. Their primary sales and marketing partners include Tandem Computers (NYSE NYSE See: New York Stock Exchange :TDM (Time Division Multiplexing) A technology that transmits multiple signals simultaneously over a single transmission path. Each lower-speed signal is time sliced into one high-speed transmission. ), Octel Communications (NASDAQ:OCTL), Tecnomen, Dialogic (NASDAQ:DLGC), Brite Voice (NASDAQ:BVSI), Periphonics (NASDAQ:PERI), Hewlett-Packard (NYSE:HWP), Motorola (NYSE:MOT), and Summa Four (NASDAQ:SUMA). Under the terms of the letter of intent, Precision Systems will issue common stock in exchange for all of the capital stock of Vicorp. The letter of intent includes a lock-up provision and a right of first refusal Right of First Refusal In general, the right of a person or company to purchase something before the offering is made available to others. Notes: For example, a football team may have the right of first refusal on a player's contract. back to the company on certain shares of Precision Systems' stock which, as a result of this transaction, will be held by current Vicorp shareholders. The letter of intent also contains a no-shop clause. Further financial aspects of the transaction were not disclosed. It is intended that the transaction will be accounted for as a pooling of interests Pooling of Interests An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together. Notes: The opposite of pooling of interests is the purchase acquisition method. . The combined companies would have posted revenue of approximately $57 million for the 1995 fiscal year. The controlling shareholder of Vicorp is Alta Investissements SA, whose majority shareholder is Primwest Holding N.V. Didier Primat, a director of Schlumberger Ltd., is president of Primwest and will join Microsoft co-founder Paul Allen and Home Shopping Network “HSN” redirects here. For other uses, see HSN (disambiguation). The Home Shopping Network (HSN) is a mostly 24-hour shopping network that is seen on cable, satellite, and some terrestrial channels in the United States. co-founder Roy Speer as one of Precision Systems' largest single shareholders. Primwest Holding N.V. will be entitled to nominate one person to Precision Systems' board of directors following the closing. The closing of the proposed transaction is contingent upon the negotiation of definitive agreements and the satisfaction of certain customary conditions. Russell I. Pillar, Precision Systems' president and chief executive officer, stated: "Telecommunications is a global enterprise, and only those companies prepared to service an omnipresent clientele in real time will prosper. The combination of Precision Systems and Vicorp creates the preeminent provider of enhanced services technology and services to the worldwide telecommunications marketplace by an overwhelming margin," he added. "This transaction vaults us into the dominant technological and market share position in a rapidly-growing global industry." Vicorp N.V. develops and distributes software and integration services which enable the provision of robust intelligent network-compatible interactive voice, data, and videotext applications. Vicorp currently supports more than 600 telecommunications and large virtual private network customers in 35 countries around the world through direct sales offices and a network of distributors in Europe, the Americas, and Asia. Precision Systems Inc. develops, sells, and supports network-based software solutions which enable the provision of enhanced communications services. The company's suite of software products are used by wireless and wireline communications providers to create competitive differentiation, empowering them to be first-to-market with value-added service offerings. CONTACT: Precision Systems Inc., St. Petersburg Russell I. Pillar President and Chief Executive Officer 813/572-9300, ext. 3000 |
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