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CeleXx Corporation Board Approves Acquisition by 5B Technologies; Combined
Businesses Expected to Run at
$30 Million in Revenue and Have Positive Earnings Impact
Business Editors/Technology Writers
CORAL SPRINGS, Fla.--(BUSINESS WIRE)--June 8, 2001--CeleXx Corp.
(OTCBB:CLXX), an information technologies products and service
provider, announced Friday that its Board of Directors and that of 5B
Technologies Corp. (Nasdaq:FIVE), a comprehensive business solutions
provider, have ratified the previously announced non-binding letter of
intent by which 5B Technologies proposes to acquire all the
outstanding shares of CeleXx.
The transaction is subject to due diligence, the signing of
definitive merger documents, shareholder approval, regulatory review,
and other customary conditions.
5B Technologies Corp. is the parent of Technologies Group Inc., a
company specializing in providing comprehensive IT consulting, systems
integration and application development. Over the past year 5B has
divested itself of properties that were not considered core to its
operations in order to focus on its core competencies in information
technology.
The combined company will provide a full range of integrated IT
services and solutions, including: the design, development and hosting
of Internet and e-commerce applications; network design, procurement
and integration; consulting services; computer telephony integration;
e-Learning; distance learning and interactive web-based training. The
combined company expects to benefit from the integration of the
management and personnel of the two companies; from the integration of
markets, encompassing the Fortune 500 and small and medium sized (SME)
market segments; a wider geographical market area that includes
metropolitan Boston and New York, White Plains, Charlotte (N.C.) and
Memphis (Tenn.); and the integration of the technical skills and
technological resources in the two companies. Other key benefits of
the merger for CeleXx shareholders includes the ability to trade their
shares on the NASDAQ exchange, where wider market and institutional
support could be expected and greater financial resources that could
be used to expand both markets and services and open new opportunities
for growth through merger, acquisition and strategic partnering.
The merger of the two companies is expected to be value adding in
terms of revenue and earnings per share. For the year ended Dec. 31,
2000 and three months ending March 31, 2001, 5B posted revenues of
$22.1 million and $1.6 million, with net loss from continuing
operations of $1.6 million and $1 million, respectively. Based upon
the current revenue and operating profit performance of the merged
units, annualized revenues for the combined company should grow to
more than $30 million during the 12 months following the merger.
Furthermore, the Company is anticipating profitability by the fourth
quarter of this year. The acquisition will also expand the Company's
technological base and geographic reach, with locations in New York,
Boston, Memphis, Charlotte and West Columbia, S.C.
Under the terms of the proposed agreement, the merger will result
in a total of 4,704,020 shares outstanding. 5B shareholders will own
3,075,614 shares, and CeleXx shareholders will own 1,628,406 shares.
In addition, outside, non-management CeleXx shareholders will receive
1 warrant for each share of 5B common stock they are issued in
connection with the merger. Two warrants will be required to purchase
one share of 5B common stock, and each callable warrant will have an
exercise price of $2.00. The final share exchange is subject to a
fairness opinion and to adjustment prior to closing.
Doug Forde, chairman of CeleXx, commented: "Both companies provide
outstanding technology solutions today. By combining our resources and
technical expertise, our geographical reach, and our managerial
talent, we position ourselves for strong future growth that will
benefit all our shareholders."
"We are delighted to have finalized the share exchange formula and
to have secured Board approval of this proposed acquisition. Combining
the resources of 5B Technologies with CeleXx's business strengths
doubles the size of our company. In addition, this combination should
move us to profitability and create a powerful synergy to fuel future
growth," said Glenn Nortman, CEO of 5B Technologies. "Our goal was to
reach $50 million in revenues by 2003, and this proposed acquisition
should put us well ahead of plan to achieve this milestone."
About CeleXx Corp.
CeleXx's core competencies drive e-business integration, including
hardware and software integration, learning management integration,
database engineering, custom e-learning development, e-learning help
desk support, computer telephony and call center solutions.
About 5B Technologies Corp.
5B Technologies Corp. is a comprehensive business solutions
provider, offering customers a wide range of integrated services,
including customized design and development of Internet infrastructure
and e-commerce solutions, information technology consulting, local
area network and Web site security, and systems integration and
support.
This press release contains forward-looking statements as defined
in the Private Securities Litigation Reform Act of 1995. Readers are
cautioned not to place undue reliance on these forward-looking
statements. Actual results may differ materially from those indicated
by these forward-looking statements as a result of risks and
uncertainties impacting the Company's business including: failure of
the 5B stockholders of CeleXx stockholders to adopt the agreement
providing for 5B's acquisition of CeleXx Corp., the risks that the
businesses of 5B and CeleXx will not be integrated successfully,
increased competition; the ability of the Company to expand its
operations through either acquisitions of internal growth, to attract
and retain qualified professionals, and to expand commercial and
investment banking relationships as both a source of funding and stock
support; the availability of computer equipment; technological
obsolescence; general economic conditions; and other risks detailed
time to time in the Company's filings with the Securities and Exchange
Commission (SEC). If a definitive agreement is executed, 5B and CeleXx
will file a joint proxy statement prospectus and other relevant
documents with the SEC. Investors are urged to read the joint proxy
statement/prospectus when it becomes available and any other relevant
documents filed with the SEC because they will contain important
information on the proposed transaction.
--30--cp/mi*
CONTACT: CeleXx Corp., Coral Springs
Vincent Caminiti, 954/796-7684
KEYWORD: FLORIDA
INDUSTRY KEYWORD: COMPUTERS/ELECTRONICS TELECOMMUNICATIONS
NETWORKING INTERNET E-COMMERCE MERGERS/ACQ
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
URL: http://www.businesswire.com
Jun-08-2001 16:02 GMT
Symbols:
US;CLXX US;FIVE
Source BW Business Wire
Categories:
MST/R/US/FL MST/I/TEL MST/I/CMT MST/I/NET MST/I/NET MST/S/MRG
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