Growing via Joint Ventures and Alliances
June 10, 2008
On June 10, 2008, Michelle A. Schaap presented "Growing via Joint Ventures and Alliances" which was part of the Stevens Institute of Technology Law & Entrepreneurship Program titled "How to Advise Entrepreneurial Clients:What Every Counsel Should Know". For further information contact Michelle A. Schaap at (973)530-2026 or via e-mail at: email@example.com.
PFSweb and eCOST.com Sign Definitive Merger Agreement Merger to Combine eCOST.com's Strong Web Commerce Platform With PFSweb's Advanced Technology and Distribution Infrastructure
Wolff & Samson PC is Acting as PFSweb's Legal Counsel
PFSweb, Inc. (Nasdaq: PFSW), a global provider of integrated business process outsourcing (BPO) solutions, and eCOST.com (Nasdaq: ECST), a leading online discount retailer, announced today they have signed a definitive merger agreement.
Under the terms of the agreement, eCOST.com will become a wholly owned subsidiary of PFSweb, operating under the eCOST.com name and maintaining its headquarters in Torrance, California. PFSweb will issue to eCOST.com shareholders one PFSweb common share for each outstanding share of eCOST.com in a tax-free, share-for-share transaction. The combined revenue between both companies for the trailing twelve months ended September 30, 2005 totaled $528 million.
Mark Layton, CEO of PFSweb, said, "We are pleased to move forward with our previously announced proposed merger. By combining the core strengths of both PFSweb and eCOST.com, this transaction provides a unique opportunity to tap the true underlying growth potential for both companies and optimize performance. Further, we believe the combined company can generate significant cost savings of approximately $4-$5 million per year.
"We believe the effective utilization of our world-class technology infrastructure with eCOST.com's web commerce capabilities will dramatically give us the opportunity to increase the scale of our business and enhance our growth outlook. The combined company will benefit from a larger, more diverse customer base that can create additional revenue streams, provide significant cross-selling opportunities and expand our portfolio of product and service offerings."
Adam Shaffer, CEO of eCOST.com, said, "Our highly recognizable e-commerce platform and growing 1.3 million total customers for new and refurbished products combined with PFSweb's distribution and fulfillment capabilities provide strong future growth opportunities. This merger complements both businesses, which we believe will result in greater overall service for our customers, enhanced financial strength and stronger returns for our shareholders."
The Boards of Directors of both PFSweb and eCOST.com unanimously approved the merger transaction. Wells Fargo Securities, LLC acted as PFSweb's financial advisor and Thomas Weisel Partners, LLC acted as eCOST's financial advisor. Wolff & Samson PC is acting as PFSweb's legal counsel and Latham & Watkins LLP is acting as eCOST.com's legal counsel.
The parties currently anticipate consummating the merger in the first quarter of 2006. Upon the closing of the merger, shares of eCOST.com common stock would no longer be listed on NASDAQ. The consummation of the merger is subject to customary closing conditions including the approval of the stockholders of both PFSweb and eCOST.com at special meetings, the amendment to PFSweb's charter to increase the number of authorized shares of PFSweb common stock and no material adverse change in either company's business.
PFSweb, known as "the brand behind the brand," currently warehouses, manages and fulfills more than $1.6 billion annually in merchandise and transactions for its clients from distribution facilities located worldwide. eCOST.com is a multi-category online discount retailer of new, closeout and refurbished products, offering more than 100,000 brand-name products including computer hardware and software, home electronics, digital imaging, jewelry, housewares, DVDs, video games, and more, from leading manufacturers such as Apple, Canon, Sony, HP, Nikon, Onkyo, and Toshiba. eCOST.com markets to both consumer and business customers through its Every Day Low Price platform and proprietary Bargain Countdown platform.
Conference Call Information
PFSweb and eCOST.com will host a joint conference call on Monday, December 5th at 3:30 p.m. Central Time (4:30 p.m. Eastern). Management for both companies will discuss the definitive merger agreement in greater detail in a presentation format. To view the PowerPoint presentation that will coincide with the conference call, please go to the following link, http://kcsa.econfcall.net/webconference.jsp?refno=6769749. Please join 15 minutes before the conference call is scheduled to begin to enable your PC for Internet conferencing.
To listen to the live call, please dial (973) 935-2800 pin number: 6760329, at least five minutes before the scheduled start time. Investors can also access the call in a "listen only" mode at the Company's website, www.pfsweb.com.
A digital replay of the conference call will be available through December 20, 2005 at (973) 341-3080 pin number 6760329. The replay, as well as the PowerPoint presentation, will also be available at the Company's web site for a limited time.
WHERE YOU CAN FIND ADDITIONAL INFORMATION:
PFSweb will file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 containing a joint proxy statement for the PFSweb and eCOST stockholder meetings and a prospectus for the PFSweb common stock to be offered to eCOST's shareholders in connection with the Merger. Investors and shareholders are urged to read the registration statement carefully when it becomes available, because it will contain important information about the Merger. Investors and shareholders may obtain a free copy of the registration statement, when it becomes available, and other documents filed with, or furnished to, the SEC by PFSweb from the SEC's website at http://www.sec.gov. Stockholders will also be able to obtain a free-of-charge copy of the joint proxy statement/prospectus and other relevant documents (when available) by directing a request by mail or telephone to either (i) PFSweb, Inc., 500 North Central Expressway, Suite 500, Plano, Texas 75074 Attention: Corporate Secretary, Telephone: (972) 881-2900, or from PFSweb's website, www.pfsweb.com or (ii) eCOST.com, Inc., 2555 West 190th Street, Suite 106, Torrance CA 90504 Attention: Corporate Secretary, Telephone: (310) 225-5025, or from eCOST.com's website, www.ecost.com.
Each company and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be "participants" in the solicitation of proxies from such company's stockholders in favor of the prospective merger. Information regarding the persons who may be considered "participants" in the solicitation of proxies will be set forth in any proxy statement that is filed with the SEC. Information regarding certain of these persons and their beneficial ownership of the common stock of either company is also set forth in the Schedule 14A filed by eCOST.com on May 27, 2005 with the SEC, and the Schedule 14A filed by PFSweb on April 28, 2005 with the SEC.
CONTACT: KCSA Worldwide
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