ICC TO ACQUIRE ELECTRONIC COMMERCE SYSTEMS, INC.
NEW YORK NY, May 25, 2004 -- Internet Commerce Corporation (ICC) (NasdaqSC: ICCA), a leader in the e-commerce business-to-business communication services market, today announced that it has signed a definitive merger agreement to acquire Electronic Commerce Systems, Inc. (ECS). ECS provides Internet-based e-business solutions to suppliers needing to comply with EDI mandates from major retailers, as well as services to the banking industry and special electronic solutions for a range of important customers. ECS was founded in 1996 and is headquartered in Norcross, Georgia.
ICC will issue a total of approximately 1,941,434 shares of its Class A common stock in connection with the merger, including approximately 415,596 shares that will be issued in exchange for outstanding debt of ECS in the amount of approximately $492,282 and in payment of certain legal fees of counsel to ECS. ECS will become a wholly-owned subsidiary of ICC. ECS shareholders owning more than a majority of its stock have agreed to vote in favor of the merger at its upcoming shareholders meeting, which is expected to be held within the next 30 days.
Completion of the merger is subject to the approval of shareholders of ECS and other customary conditions. Upon the consummation of the merger, ICC will enter into a registration rights undertaking in favor of the shareholders of ECS pursuant to which ICC will agree to register the resale of the shares of class A common stock received by ECS shareholders as a result of the merger.
Thomas J. Stallings, Chief Executive Officer of ICC, stated, "ECS has established a strong presence in the retail industry, with a customer base of over 600 companies. By developing simple-to-use EDI implementation services, ECS’ customers can rapidly become EDI compliant to trade with companies like Wal-Mart, Federated Department Stores, Dillard`s and The Sports Authority. Importantly these customers, under the ICC umbrella, will also become a fertile opportunity for ICC’s current services and solutions as they move forward with advanced Internet solutions."
Donald R. Harkleroad, Chairman of ECS, congratulated both companies on success of the agreement: "These two teams will work very well together, and each company will help to enhance the other. We look forward to a very profitable future."
Vickie Hill, President and Chief Technology Officer of ECS, said, "We are very excited about joining the ICC family. We believe that the innovative solutions and excellent customer service ECS has always offered its clients will be extended and enhanced with ICC’s robust capabilities and services."
About Internet Commerce Corporation
Internet Commerce Corporation (NasdaqSC: ICCA) is a leader in the e-commerce business-to-business communication services market. ICC.NET, the company’s global Internet-based value added network, provides complete supply chain connectivity solutions for XML, EDI/EC while also offering users a sophisticated vehicle to securely transact files of any format and size. ICC offers a broad range of consulting services including, XML technologies, data transformation, custom application development, an EDI service bureau, as well as comprehensive e-commerce education. ICC uniquely bridges the legacy investments of yesterday to today’s Internet technologies. For further information, visit us at www.icc.net.
Except for the historical information contained herein, this press release includes forward looking statements which are subject to a number of risks and uncertainties, including the risks and uncertainties associated with rapidly changing technologies such as the Internet, the risks of technology development and the risks of competition. Actual results could differ materially. For more information about these risks and uncertainties, see the SEC filings of ICC.
About Electronic Commerce Systems, Inc.
ECS implements solutions that facilitate a secure electronic dialog among companies and their trading partners consisting of product information and transactions. Since 1996, ECS has been installing and operating Internet-based software and services for its customers to reduce supply chain costs through efficient handling of their routine business documents. Its unique combination of EDI data transformation software, Internet-based application services, and other managed services enables ECS to address any supplier`s requirements for order management and transaction exchange.
CONTACT:
Victor Bjorge
212.271.7618
victor@icc.net
Back...
