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Glowpoint and SharedLabs Execute Definitive Merger Agreement

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Paullee   Friday, 12/21/18 09:23:02 AM
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Glowpoint and SharedLabs Execute Definitive Merger Agreement
GlobeNewswire•December 21, 2018
DENVER and JACKSONVILLE, Fla., Dec. 21, 2018 (GLOBE NEWSWIRE) -- Glowpoint, Inc. (NYSE American: GLOW) (“Glowpoint”), a managed service provider of video collaboration and network applications, and SharedLabs, Inc. (“SharedLabs”), a privately held software and technology services company located in Jacksonville, Florida, today announced that they have entered into a definitive merger agreement (the “Merger Agreement”) for the merger of Glowpoint and SharedLabs in an all-stock transaction. Pursuant to the Merger Agreement, SharedLabs will merge with and into a direct wholly-owned subsidiary of Glowpoint, with SharedLabs surviving the merger as a wholly-owned subsidiary of Glowpoint. In consideration therefor, subject to the terms and conditions set forth in the Merger Agreement, Glowpoint will issue an aggregate of 112,802,326 shares of Glowpoint common stock, subject to certain adjustment factors included in the Merger Agreement and described below. The shares of Glowpoint common stock to be issued in the transaction will be registered with the Securities and Exchange Commission (the “SEC”) pursuant to a Registration Statement on Form S-4 expected to be filed with the SEC by Glowpoint in the first quarter of 2019. The transaction was unanimously approved by the Board of Directors of each of Glowpoint and SharedLabs. Upon completion of the proposed merger, the name of the merged company is anticipated to be “Glowpoint, Inc.” and the company is expected to continue to trade on the NYSE American under the ticker symbol “GLOW.” The combined company will maintain its headquarters in Jacksonville, Florida. Jason Cory, the current CEO of SharedLabs, will be the CEO of the combined company.

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 September 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.

“We are extremely excited about the proposed transaction with SharedLabs and the transformative opportunities the combination creates for us. SharedLabs has a strong brand, management and board along with an attractive market. We believe the combination will enhance the business and efficiency opportunities for both companies, and provides a structure for future expansion, organically or by opportunistic acquisitions of complementary assets in attractive markets, and the opportunity for enhanced shareholder value for the combined institution,” said Pete Holst, president and chief executive officer of Glowpoint.

“When we first announced the possibility of this transaction, we were bullish on the combined companies’ capabilities, and after deep due diligence and seeing what is really under the hood, we are even more excited to complete this transaction. This really is a case of two world class technology companies, which when combined, will become 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 new Glowpoint 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. I am excited about leading the new Glowpoint as its president and chief executive officer upon the closing of this transaction.”

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