Glowpoint, Inc. (NYSE American: GLOW) (“Glowpoint”), a managed
service provider of video collaboration and network applications,
and SharedLabs, Inc. (“SharedLabs”), a privately held global
software and technology services company located in Jacksonville,
Florida, today announced that they have executed a non-binding
letter of intent relating to a proposed business combination of
Glowpoint and SharedLabs. Subject to the terms and conditions set
forth in the non-binding letter of intent, Glowpoint would acquire
100% of the issued and outstanding equity securities of SharedLabs
in exchange for an aggregate of 112,802,326 shares of Glowpoint
common stock. Upon consummation of the proposed business
combination, the stockholders of Glowpoint existing prior to the
transaction would collectively own an approximately 34% interest in
the combined company. The shares of common stock to be issued by
Glowpoint in the business combination are subject to certain
adjustments as set forth in the letter of intent and described
below and will be issued in a transaction registered with the
Securities and Exchange Commission (the “SEC”) pursuant to a
Registration Statement on Form S-4 to be filed with the SEC.
The business combination of Glowpoint and
SharedLabs, which on a combined basis generated total unaudited
revenue of approximately $86 million for the twelve month period
ending June 30, 2018, will combine two highly capable businesses
with strong growth opportunities, and is expected to create a
business model with increasing recurring revenue, a diversified
customer base, and significant global reach; and is expected to
result in the creation of a powerful software and technology
services provider with comprehensive products and capabilities
spanning managed, outsourced, and cloud services offerings.
“This is a powerful combination that is
strategically compelling for both companies. It joins two
Information Technology businesses and allows the combined company
to reach larger market opportunities and scale more efficiently
than either organization could accomplish on its own,” said Pete
Holst, president and chief executive officer of Glowpoint.
“This is a merger of two world class technology
companies, which will create a global leader in digital
transformation and enablement, with substantial opportunities to
capitalize on the rapid evolution of digital technologies,” said
Jason Cory, chief executive officer of SharedLabs. “Our
differentiated solutions in software and applications, web and
digital, cloud, IoT, security, data and analytics combined, coupled
with the highly scalable services platform Glowpoint offers, will
provide an incredible opportunity for the combined company to
extend capabilities into new and high-growth emerging markets.
Along with the combined teams’ talented people, and our relentless
focus on execution, the combined company will have unparalleled
opportunities for scale, a comprehensive suite of solutions, and
the worldwide reach to make us the technology industry’s global
partner of choice.”
Glowpoint and SharedLabs expect to negotiate and
finalize definitive agreements relating to the business combination
during the fourth calendar quarter of 2018. The closing of a
business combination would be subject to, among other closing
conditions, the receipt of all required approvals of the
stockholders of Glowpoint and SharedLabs and any required
third-party consents and regulatory clearances, the completion by
SharedLabs of an equity financing on terms set forth in the letter
of intent, the execution of one or more term sheets by SharedLabs
with lending institutions for one or more credit facilities
aggregating not less than $16 million in borrowing capacity, the
satisfaction and termination prior to closing of all contracts or
other agreements to which SharedLabs is a party that provide a
counterparty with redeemable or contingent common stock or a
guaranteed return, and other customary closing conditions,
including satisfactory completion of due diligence by both parties
and the execution by both parties of definitive legal
documentation. If SharedLabs fails to meet its obligations
under either the debt or equity financing closing conditions,
Glowpoint may elect to proceed to close the business combination
with a reduction in the shares of its common stock to be issued to
SharedLabs’ stockholders in the transaction, on terms set forth in
the letter of intent. Further, the shares of Glowpoint common stock
to be issued in the transaction are subject to increase or decrease
pursuant to certain “make-whole” provisions to be included in any
definitive agreement regarding the transaction based upon each of
the parties’ financial position at closing relative to certain
agreed upon metrics included in the letter of intent.
Except as specifically set forth in the letter
of intent, the letter of intent is not binding or enforceable and
neither party thereto has any obligation to consummate a
transaction of any kind until such time as the parties have entered
into mutually agreeable definitive agreements, and then only
subject to the terms and conditions thereof. There can be no
assurance that any definitive agreement will be entered into or
that the business combination will be completed on the terms set
forth in the letter of intent or at all. In the event that the
business combination is consummated, there can be no assurance that
it will ultimately prove to be beneficial to Glowpoint’s
stockholders.
Additional Information Regarding the
Proposed Business Combination
Glowpoint will prepare and file with the SEC a
Current Report on Form 8-K which will include as exhibits this
press release and the letter of intent, as executed by Glowpoint
and SharedLabs. The Form 8-K will contain important information
about the proposed business combination and related matters.
If the parties enter into a definitive agreement
related to the proposed business combination, Glowpoint will
prepare and file with the SEC a Registration Statement on Form S-4
containing a proxy statement/prospectus and other related
documents. The proxy statement/prospectus will contain important
information about the proposed business combination and related
matters.
INVESTORS ARE URGED TO READ THE FORM 8-K
REFERENCED ABOVE, THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS
FILED BY GLOWPOINT AND SHAREDLABS WITH THE SEC CAREFULLY IF AND
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT GLOWPOINT, SHAREDLABS AND THE PROPOSED BUSINESS
COMBINATION.
Investors and stockholders of Glowpoint and
SharedLabs may obtain free copies of the Form 8-K referenced above,
the registration statement, the joint proxy statement/prospectus
and other relevant documents filed by Glowpoint and SharedLabs with
the SEC (if and when they become available) through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed
by Glowpoint with the SEC are also available free of charge on
Glowpoint’s website at www.glowpoint.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any offer or sale
of such securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction.
About Glowpoint
Glowpoint, Inc. (NYSE American: GLOW) is a
managed service provider of video collaboration and network
applications. Glowpoint’s services are designed to provide a
comprehensive suite of automated and concierge applications to
simplify the user experience and expedite the adoption of video as
the primary means of collaboration. Glowpoint’s customers
include Fortune 1000 companies, along with small and medium sized
enterprises in a variety of industries. To learn more please
visit www.glowpoint.com.
About SharedLabs
Headquartered in Jacksonville, Florida,
SharedLabs is a global software and technology services company
providing a broad range of software, digital, cloud, and security
services to both commercial and government clients which enable
businesses to innovate and compete in today’s competitive
marketplaces. A respected partner to many of the largest technology
companies in the world, SharedLabs creates, supports, implements,
and manages the software, infrastructure, and e-commerce systems
which drive today’s digital world.
Forward Looking and Cautionary
Statements
This press release and any oral statements made
regarding the subject of this release contain forward-looking
statements as defined under Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, and are made under the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, that address
activities that Glowpoint or SharedLabs assumes, plans, expects,
believes, intends, projects, estimates or anticipates (and other
similar expressions) will, could, should or may occur in the future
are forward-looking statements. Glowpoint’s and SharedLabs’
actual results may differ materially from their expectations,
estimates and projections, and consequently you should not rely on
these forward-looking statements as predictions of future events.
Without limiting the generality of the foregoing, forward-looking
statements contained in this press release include statements
regarding Glowpoints’s and SharedLabs’ future performance and the
anticipated financial impacts of the business combination, the
success of any business development initiatives to be pursued by
Glowpoint or SharedLabs, the satisfaction of the closing conditions
to the business combination, including the debt and equity
financings to be pursued by SharedLabs, and the timing or success
of the completion of the business combination. The forward-looking
statements in this press release are based on management’s current
belief, based on currently available information, as to the outcome
and timing of future events, and involve significant factors,
risks, and uncertainties that may cause actual results in future
periods to differ materially from such statements. Most of these
factors are outside of the control of Glowpoint or SharedLabs and
are difficult to predict, and include, among other things, (1) the
occurrence of any event, change or other circumstances that could
cause the termination of negotiations between Glowpoint and
SharedLabs or, if a merger agreement is executed between such
parties, give rise to the termination of such merger agreement; (2)
the outcome of any legal proceedings that may be instituted against
Glowpoint or SharedLabs following the announcement of the letter of
intent and the pursuit of the business combination contemplated
therein; (3) the inability to complete the business combination,
including due to failure to obtain approval of the shareholders of
Glowpoint or SharedLabs or failure to satisfy any other conditions
to closing included in the letter of intent or in any merger
agreement executed by Glowpoint and SharedLabs; (4) risks related
to SharedLabs’ equity and debt financing conditions to closing; (5)
the risk that the pursuit or execution of the business combination
will disrupt current plans and operations as a result of the
announcement and consummation of the business combination; (6) the
ability to recognize the anticipated benefits of the business
combination, which may be affected by, among other things,
competition and the ability of the combined company to grow and
manage growth profitably and retain its key employees; (7) costs
related to the negotiation and consummation of the business
combination; (8) risks related to the disruption of the transaction
to the parties and their management; (9) the effect of the
announcement of the letter of intent on the parties’ ability to
retain and hire key personnel and maintain relationships with
customers, suppliers and other third parties; and (10) other risks
and uncertainties identified in Glowpoint’s and SharedLabs’ filings
with the SEC, including in Glowpoint’s Annual Report on Form 10-K
for the year ending December 31, 2017 and in other filings made by
Glowpoint with the SEC from time to time, including Glowpoint’s
Quarterly Report on Form 10-Q for the three months ended June 30,
2018, and including in SharedLabs’ Form S-1 Registration Statement
filed May 15, 2018 (File No. 333-224954) (including all amendments
thereto) and in other filings made by SharedLabs with the SEC from
time to time. The foregoing list of factors is not exclusive.
Glowpoint and SharedLabs caution readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Any of these factors could cause Glowpoint’s and
SharedLabs’ actual results and plans to differ materially from
those in the forward-looking statements. Therefore, Glowpoint
and SharedLabs can give no assurance that their future results will
be as estimated. Glowpoint and SharedLabs do not intend to, and
disclaim any obligation to, correct, update or revise any
information contained herein to reflect any change in expectations
or any change in events, conditions or circumstances on which any
such statement is based, other than as required by applicable
law.
INVESTOR CONTACT: |
INVESTOR CONTACT: |
Investor Relations Glowpoint, Inc. |
Investor Relations SharedLABS, Inc. |
investorrelations@glowpoint.com |
investorrelations@sharedlabs.com |
+1 303-640-3840 |
+1 904-625-2372 |
www.glowpoint.com |
www.sharedlabs.com |
Glowpoint (AMEX:GLOW)
Historical Stock Chart
From Jun 2024 to Jul 2024
Glowpoint (AMEX:GLOW)
Historical Stock Chart
From Jul 2023 to Jul 2024