IIIM merger news (this means a rumored, better-priced buyout apparently won't happen)...
========================================== (COMTEX) B: i3 MOBILE Signs Definitive Agreement to Merge With ACE*COMM
B: i3 MOBILE Signs Definitive Agreement to Merge With ACE*COMM
STAMFORD, Conn., Sep 15, 2003 (BUSINESS WIRE) -- i3 Mobile, Inc. (NASDAQ:
IIIM), today announced that it has entered into a definitive agreement to merge
with a wholly-owned subsidiary of ACE*COMM Corporation (NASDAQ: ACEC), a global
provider of advanced Convergent Mediation(TM) products and Enterprise
Telemanagement software applications. Under the terms of the agreement signed on
September 12, 2003, ACE*COMM will acquire all of the outstanding shares of i3
Mobile in exchange for ACE*COMM common stock. If such transaction is
consummated, i3 Mobile stockholders will receive shares of ACE*COMM common stock
pursuant to a formula valuing ACE*COMM's common stock at market value at the
time of mailing of the proxy statement, less a discount, and valuing i3 Mobile
at an amount equal to its cash, net of specified liabilities and commitments at
the mailing date of the proxy statement. The closing of the acquisition will be
contingent upon, among other things, stockholder and other customary regulatory
approvals by both companies. It is anticipated that the merger will close late
in the fourth quarter of 2003. Kaufman Bros. L.P. acted as i3 Mobile's financial
advisor in connection with this transaction. Further details of the merger will
be disseminated to all ACE*COMM and i3 Mobile stockholders in a joint proxy
statement following review by the Securities and Exchange Commission.
Said J. William Grimes, Chairman of the Board and interim Chief Executive
Officer of i3 Mobile, "We are really enthusiastic about joining forces with
ACE*COMM, and believe that this merger should help fuel ACE*COMM's growth by
accelerating their ability to add complementary technologies to their product
offerings." George Jimenez, ACE*COMM's Chairman and Chief Executive Officer
said, "Key to the implementation of our strategies is the proposed merger with
i3 Mobile, which will provide us with the financial leverage that we require.
This greater financial resource base would create a stronger and more
competitive ACE*COMM, better able to capture and maximize the opportunities in
the OSS solutions markets."
About i3 Mobile
On March 25, 2003, i3 Mobile announced that it had terminated operation of its
premium mobile subscription information, communication service and other
businesses and taken other cost saving measures to continue to reduce recurring
operating losses, manage cash resources and working capital and facilitate a
potential transaction.
About ACE*COMM
ACE*COMM is a global provider of advanced Convergent Mediation(TM) products and
Enterprise Telemanagement software applications. ACE*COMM's solutions are
employed in wired and wireless networks that deliver voice, data, mixed media
and Internet communications. Their proven technology provides the ability to
capture, secure, validate, and enhance data from multiple networks. These
operations are performed interactively with a data warehouse, and processed
information is distributed in near real-time, to all types of carrier OSS
(operations support systems) and BSS (business support systems). Solutions are
matched to each customer's business environment. They provide the analytical
tools required to extract knowledge from operating networks - knowledge
ACE*COMM's customers use to generate more revenue, reduce costs, accelerate
time-to-market for new services, and deliver more effective customer support.
i3 Mobile Safe Harbor Disclaimer
This news release may be deemed to include forward-looking statements as defined
by applicable U.S. law and, as a result, may involve risks, uncertainties and
assumptions that could cause actual results to differ materially from those in
such forward-looking statements. The words "believe," "expect," "intend,"
"anticipate," variations of such words, and similar expressions identify
forward-looking statements, but their absence does not mean that the statement
is not forward-looking. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to predict. Factors that could affect i3 Mobile's actual results
in the short term include the ability to locate and consummate a transaction
with a suitable strategic investment partner, acquisition candidate or other
investment opportunity, and i3 Mobile's ability to manage its limited cash
resources until it is able to do so. Although i3 Mobile's management believes
that the assumptions made and expectations reflected in the forward-looking
statements are reasonable, there is no assurance that the underlying assumptions
will in fact prove to be correct or that actual results will be different from
the expectations expressed herein. A more detailed description of certain
factors that could affect actual results are those discussed in i3 Mobile's
Annual Report on Form 10-K and its quarterly reports on Forms 10-Q. i3 Mobile
undertakes no obligation to update publicly any forward-looking statements or
reflect new information, events or circumstances after the date of this release
or to reflect the occurrence of unanticipated events.
SOURCE: i3 Mobile, Inc.
AI
