FOOTHILL RANCH, CA -- (Marketwire) -- 10/26/10 -- DecisionPoint Systems, Inc. (OTCBB: DNPI), a leading provider of Enterprise Mobility and RFID solutions, today announced that shareholders of Copernic, Inc. (NASDAQ: CNIC) have approved the sale of the company to N. Harris Computer Corporation, a wholly-owned subsidiary of Constellation Software Inc. (TSX: CSU). DecisionPoint entered into a reverse merger agreement with Comamtech, the successor company of Copernic, Inc. on October 20, 2010.
"We are pleased by the result of this important shareholder vote," said Nicholas Toms, Chief Executive Officer of DecisionPoint. "With this positive outcome, the operating businesses of Copernic will be monetized, enabling DecisionPoint and Comamtech to continue on the path to completing our reverse merger agreement."
DecisionPoint and Comamtech, the successor company of Copernic, Inc. announced a reverse merger agreement on October 20, 2010. Copernic has entered various agreements to divest all of its operating businesses, resulting in $3.5 million cash and installment payments due of $5.4 million, or a total of $8.9 million of mainly cash and receivables which will be transferred into Comamtech; and currently outstanding shares of Copernic will be exchanged one-for-one for new publicly traded shares in Comamtech. After the merger, the resulting legal entity will be named DecisionPoint Systems, Inc. and it is intended that the merged company will apply to have its common stock listed on the Nasdaq Capital Market. The entire management team of DecisionPoint will become the management team of the merged company.
Terms of the merger agreement call for Comamtech to acquire all of the outstanding common shares of DecisionPoint at an exchange ratio of 1 Comamtech share for every 8 DecisionPoint outstanding common shares held by shareholders, for a total issuance of approximately 4.2 million common shares. Outstanding warrants, options and preferred shares will be converted at the same ratio. The merged company is anticipated to have approximately 6.3 million basic common shares outstanding and 7.4 million fully diluted shares outstanding. DecisionPoint shareholders are expected to retain approximately 71% of the new company's outstanding shares on a fully diluted basis. The transaction is intended to be a tax free exchange for Federal income tax purposes. Subject to shareholder approval of both companies as well as other customary closing conditions and regulatory approvals, the transaction is expected to close during the fourth quarter.
For further details please refer to the formal announcement made on October 20, 2010.
About DecisionPoint Systems, Inc.
DecisionPoint Systems, Inc. (OTCBB: DNPI) delivers improved productivity and operational advantages to its clients by helping them move their business decision points closer to their customers. They do this by making enterprise software applications accessible to the front-line worker anytime, anywhere. DecisionPoint utilizes all the latest wireless, mobility, and RFID technologies. For more information on DecisionPoint Systems visit http://www.decisionpt.com/news.php.
Under The Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the statements in this news release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause a company's actual results, performance and achievement in the future to differ materially from forecasted results, performance, and achievement. These risks and uncertainties are described in the Company's periodic filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in the Company's plans or expectation.