ePresence Announces Sale of its Majority Owned Subsidiary Switchboard, Inc. to InfoSpace, Inc.
Business Editors/High-Tech Writers
WESTBORO, Mass.--(BUSINESS WIRE)--March 26, 2004
ePresence, 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 : EPRE EPRE ePresence, Inc. (stock symbol)
EPRE Ente Provincial Regulador de la Electricidad ) today announced that its majority owned subsidiary Switchboard, Incorporated (NASDAQ: SWBD SWBD Switchboard
SWBD SRTM (Shuttle Radar Topography Mission) Water Body Dataset ) ("Switchboard") has reached a definitive agreement with InfoSpace, Inc. to be acquired for $7.75 per share in cash. Subject to shareholder and regulatory approval, the transaction is expected to close in the second half of 2004. The sale of Switchboard will result in gross proceeds to ePresence of approximately $76.0 million based on the Company's ownership of 9.8 million shares of Switchboard stock. The Company will proceed to obtain shareholder approval of the sale of its Switchboard holdings as part of its special meeting to approve its previously announced plan of liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts.
A type of proceeding pursuant to federal Bankruptcy .
ePresence currently expects to file a revised preliminary 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. in April 2004, which will incorporate ePresence's fourth-quarter and year-end 2003 financial results. The Company plans to hold its special meeting of stockholders in the second quarter of 2004.
ePresence, Inc. (NASDAQ: EPRE) is a market leader in delivering Security and Identity Management (SIM) solutions that help companies reduce cost, enhance security, improve customer service and increase revenues. Its highly focused solutions leverage technologies such as enterprise directories, metadirectories, single sign-on An identification system that lets users log into multiple Web sites on the Internet with one username and password. Single sign-on systems are also used within an enterprise, enabling users to access all authorized resources in the local network using the same username and password. and provisioning systems, and have enabled numerous Fortune 1000-class companies to efficiently and securely provide personalized access to digital resources, thus maximizing the ROI (Return On Investment) The monetary benefits derived from having spent money on developing or revising a system. In the IT world, there are more ways to compute ROI than Carter has liver pills (and for those of you who never heard of that expression, it means a lot). of their IT-based initiatives. ePresence is headquartered in Westboro, Massachusetts and can be reached at (800) 222-6926 or online at www.epresence.com.
ePresence and the ePresence logo are servicemarks of ePresence, Inc. in 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. . All other servicemarks, trademarks or logos are marks and logos of their respective owners.
Important Additional Information Will Be Filed With The SEC
ePresence plans to file with the SEC and mail to its shareholders a Proxy Statement in connection with the proposed sale of its services business assets to Unisys Corporation (company) Unisys Corporation - The company formed in 1984-5 when Burroughs Corporation merged with Sperry Corporation. This was when the phrase "dinosaurs mating" was coined. , the proposed sale of Switchboard shares to InfoSpace, and the proposed liquidation and dissolution. The Proxy Statement will contain important information about ePresence, Switchboard, InfoSpace and the matters submitted for shareholder approval. Investors and shareholders are urged to read the Proxy Statement carefully when it is available.
Investors and shareholders will be able to obtain free copies of the Proxy Statement under Schedule 14A and other documents filed with the SEC by ePresence, Inc. through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Proxy Statement from ePresence by contacting the corporate secretary of ePresence at (508) 898-1000.
ePresence and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed sale of the service business assets to Unisys, the sale of Switchboard shares to InfoSpace, and liquidation and dissolution of ePresence. Information regarding ePresence's directors and executive officers is contained in ePresence's 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.
See 10-K. for the year ended December 31, 2002, Form 10-Q Form 10-Q
See 10-Q. for the quarter ended September 30, 2003, definitive Proxy Statement dated April 21, 2003 in connection with ePresence's 2003 Annual Meeting of Shareholders and preliminary Proxy Statement relating to relating to relate prep → concernant
relating to relate prep → bezüglich +gen, mit Bezug auf +acc the proposed Special Meeting of Stockholders, which are filed with the SEC. Information regarding Switchboard's directors and executive officers is contained in Switchboard's Form 10-K for the year ended December 31, 2002, Form 10-Q for the quarter ended September 30, 2003 and definitive Proxy Statement dated March 28, 2003 in connection with Switchboard's 2003 Annual Meeting of Shareholders, which are filed with the SEC. Information regarding InfoSpace's directors and executive officers is contained in InfoSpace's Form 10-K for the year ended December 31, 2003 and definitive Proxy Statement dated May 5, 2003 in connection with InfoSpace's 2003 Annual Meeting of Shareholders, which are filed with the SEC. As of February 29, 2004, ePresence's directors and executive officers beneficially owned approximately 7,515,331 shares (assuming the exercise of all vested options), or approximately 28 percent, of ePresence's common stock. A more complete description will be available in the definitive Proxy Statement.
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.
ePresence, Inc. ("ePresence" or the "Company") noted that each of the above statements about the Company's business and financial outlook, the proposed transaction between ePresence and Unisys, the proposed transaction between Switchboard and InfoSpace, plan to liquidate To pay and settle the amount of a debt; to convert assets to cash; to aggregate the assets of an insolvent enterprise and calculate its liabilities in order to settle with the debtors and the creditors and apportion the remaining assets, if any, among the stockholders or owners of the and estimated timing and proceeds thereof, operations and performance, and any other statements using the terms "expect," "anticipate," "target," "plan," "believe," "will," and other similar terms and any other statements in this press release which are not historical facts are 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 are based on current expectations and could differ materially from actual results or events based on various important factors, including, without limitation, any failure to satisfy the closing conditions to the sale of the Company's services business to Unisys; any failure to satisfy the closing conditions to the sale of the Switchboard shares to InfoSpace; any delays or failure of the Company to obtain approval from the Securities and Exchange Commission to mail its definitive proxy materials Proxy Materials
Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other ; costs and liabilities in excess of, or lower than, those currently anticipated by the Company; and any delays or difficulties in implementing the plan of liquidation. For further information on these and other risks, uncertainties, and factors, please review the Company's Form 10-K for 2002, the Company's Form 10-Q for the quarter ended September 30, 2003, Switchboard's Form 10-K for 2002, Switchboard's Form 10-Q for the quarter ended September 30, 2003 and InfoSpace's Form 10-K for 2003. The forward-looking statements made in this press release relate only to events as of the date on which the statements are made and the Company undertakes no obligation to update these forward-looking statements.