Zomax Enters Into Definitive Agreement with The ComVest Group
August 09 2006 - 6:32AM
PR Newswire (US)
Zomax to Be Acquired by ComVest for $2.09 Per Share; 46% Premium to
August 8, 2006 Closing Price MINNEAPOLIS, MN, August 9, 2006
/PRNewswire-FirstCall/ -- Zomax Incorporated (NASDAQ:ZOMX)
announced today that it has entered into a definitive agreement
with one of The ComVest Group's private equity funds, ComVest
Investment Partners, under which they will acquire Zomax in an all
cash transaction valued at $2.09 per share. "ComVest has experience
as an investor in the supply-chain management industry and we are
pleased that they have chosen to further their commitment in the
industry through Zomax," said Anthony Angelini, president and CEO
of Zomax. "ComVest's knowledge of the supply-chain and logistics
industry will be an asset to Zomax as a private company. Through
this transaction we are confident that Zomax will be able to
continue to provide its customers with the superior products and
services they have come to expect from the Company and over the
long-term, reach its true market potential." Under the terms of the
agreement, Zomax stockholders will receive $2.09 in cash for each
share of Zomax common stock they hold. This price per share
represents an approximate premium of 46% to Zomax' closing share
price on August 8, 2006. The independent members of the Zomax Board
of Directors have unanimously approved the definitive merger
agreement and will recommend that Zomax stockholders vote in favor
of the transaction. The transaction requires the approval of Zomax
shareholders, customary government approvals, and satisfaction of
certain closing conditions. Based upon the time needed to satisfy
these conditions, the transaction is expected to close in the next
60 to 90 days. "Our Board believes this transaction is in the best
interest of the Company and our shareholders," added Howard Liszt,
chairman of Zomax. "ComVest has experience in our market and we
feel that this is the best course of action for the Company to take
at this time. ComVest has presented an all cash offer for Zomax
shares, which we believe is a compelling premium to our current
market price. We recommend that the shareholders adopt this
agreement." "This transaction represents our commitment to the
supply chain solutions space," said Robert Priddy, a Managing
Partner of ComVest. "Zomax's impressive customer base and
understanding of the value of customer service coupled with its
expertise in the supply chain solutions market should allow us to
expand the Company's market share. We look forward to working with
Zomax to reach our mutual goals." Jefferies & Company acted as
financial advisor to Zomax. Conference Call Today Zomax will host a
conference call and webcast, today, August 9, 2006 beginning at
8:00 a.m. Central Time, to discuss the definitive agreement. This
conference call will take place in lieu of the conference call
originally scheduled for 4:30 p.m. Central Time today to discuss
financial results. To participate in this conference call, please
dial 800-218-0713 for domestic callers or 303-262-2142 for
international callers. A replay of the conference call will be
available for seven days by calling 800-405-2236 for domestic
callers or 303-590-3000 for international callers, both using
passcode 11067458#. The conference call will also be available by
webcast. Participants may log on to the webcast conference call by
pre-registering at http://www.zomax.com/ and clicking on the
webcast link. About Zomax Zomax helps companies more efficiently
bring their products and content to market worldwide. Our
comprehensive program management approach helps companies develop,
manage and improve their rapidly changing product and program
supply chains. Zomax's solutions leverage a modular suite of supply
chain services that include project management, data management,
customer contact and e-commerce services, sourcing management,
CD/DVD production, assembly and kitting services, JIT physical and
electronic fulfillment and returns management. Founded in 1993,
Zomax currently operates 8 facilities across the United States,
Canada, Mexico and Ireland. For more information on Zomax, visit
http://www.zomax.com/ or call (866) 553-9393. About ComVest The
ComVest Group is a Leading Private Equity Firm focused on investing
in middle-market companies. Since 1988 ComVest has invested more
than $2 billion of equity capital in over 200 public and private
companies worldwide. Through our extensive financial resources and
broad network of industry experts, we are able to offer our
companies total financial sponsorship, critical strategic support,
and business development assistance. Our focus is centered on
Building Industry Leading Companies and Creating Long Term Value
for Equity Holders. For more information on ComVest, visit
http://www.comvest.com/. Important Additional Information Will Be
Filed with the SEC In connection with the proposed merger, Zomax
will file a proxy statement with the Securities and Exchange
Commission. Investors and security holders are advised to read the
proxy statement when it becomes available, because it will contain
important information about the definitive agreement and the
parties thereto. Investors and security holders may obtain a free
copy of the proxy statement (when available) and other documents
filed by Zomax at the Securities and Exchange Commission's Web site
at http://www.sec.gov/. The proxy statement and such other
documents may also be obtained for free from Zomax by directing
such request to Zomax, Inc., 5353 Nathan Lane, Plymouth, Minnesota,
55442, telephone: (763) 553-9300. Forward-Looking Statements
Certain statements contained in this press release are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements relate to our expectations as to the impact and closing
of the proposed merger. We caution investors that these
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from the
results, performance or achievements expressed or implied by the
forward-looking statements. These factors include, without
limitation, our ability to obtain in a timely manner the
shareholder and regulatory approvals required for the proposed
transaction; the satisfactory completion of the conditions to the
closing of the proposed transaction; the proposed transaction may
involve unexpected costs or liabilities; the business of Zomax may
suffer as a result of uncertainty surrounding the proposed
transaction; the changes and volatility in the personal computer
hardware and software industry, particularly with respect to the
demand for CD and DVD media, from which a significant portion of
our revenues are derived; macroeconomic factors that influence the
demand for personal computer hardware and software and the
resulting demand for our services; consolidation among our
customers or competitors, which could cause disruption in our
customer relationships or displacement of us as a services provider
to one or more customers; increased competition within our industry
and increased pricing pressure from our customers; our dependence
on relatively few customers for a majority of our revenues;
fluctuations in our operating results from quarter- to-quarter,
which are influenced by many factors outside of our control,
including variations in the demand for particular services we offer
or the content included in the products we produce for our
customers; the volatility of polycarbonate prices; and other risks
and uncertainties, including those identified and discussed in
detail under the caption "Risks and Uncertainties" in Item 1A of
our 2005 Form 10-K. We undertake no obligation to update or revise
any forward-looking statements we make in this release due to new
information or future events. Investors are advised to consult any
further disclosures we make on this subject in our filings with the
Securities and Exchange Commission, especially on Forms 10-K, 10-Q
and 8-K, in which we discuss in more detail various important
factors that could cause actual results to differ from expected or
historical results. PARTICIPANTS IN THE SOLICITATION Zomax and its
executive officers and directors and The ComVest Group may be
deemed, under SEC rules, to be participants in the solicitation of
proxies from Zomax shareholders with respect to the proposed
transaction. Information regarding the executive officers and
directors of Zomax is included in its definitive proxy statement
for its 2006 annual meeting filed with the SEC on April 28, 2006.
More detailed information regarding the identity of potential
participants, and their direct or indirect interests, by securities
holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC in connection with the
proposed transaction. DATASOURCE: Zomax Incorporated CONTACT:
Anthony Angelini, President and CEO, +1-763-553-9300, or Dick
Barnes, EVP and CFO, +1-763-553-9300, both of Zomax Incorporated;
Investors, Douglas Sherk, CEO, Media, Jennifer Beugelmans, Managing
Director, +1-646-277-8704, or Steve DiMattia, Managing Director,
+1-646-277-8706, all of EVC Group, Inc. for Zomax Incorporated Web
site: http://www.zomax.com/ http://www.comvest.com/
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