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On-Site Sourcing to be Acquired by U.S. Technologies
7/31/0 10:43 (New York)
ARLINGTON, Va., July 31 /PRNewswire/ -- On-Site Sourcing (Nasdaq: ONSS)
today announced that it has entered into definitive agreement to be acquired
by U.S. Technologies (OTC Bulletin Board: USXX) for approximately $35 million
in U.S. Technologies' common stock and cash.
Under the terms of the agreement, On-Site Sourcing shareholders will
exchange their shares for approximately 26.25 million U.S. Technologies shares
and $8.75 million in cash. This assumes that the maximum cash election is made
by holders of On-Site shares that would be outstanding if all outstanding
options and non-public warrants were exercised before closing. The transaction
value for On-site shares is at least $5.00 based on the agreed terms and recent
market prices. On-Site's publicly traded warrants to buy shares at $6.00 are
expected to be converted to U.S. Technologies' warrants.
The transaction is subject to completion of due diligence, negotiations and
execution of definitive agreements, which the companies believe will be
completed by September. Closing will be subject to usual conditions including
shareholder approvals and SEC registration of the securities to be issued in the
merger, as will adoption of U.S. Technologies' already announced charter
amendment to increase the common shares it is authorized to issue. The companies
hope to complete these steps and close the merger early next year. U.S.
Technologies will soon decide whether to delay its upcoming 2000 annual meeting
for election of its directors or to hold a special meeting of its stockholders
for votes on this merger and other planned votes such as the charter amendment.
Christopher J. Weiler, chief executive officer of On-Site Sourcing, noted,
"I believe that this deal represents an excellent value for the shareholders of
On-Site Sourcing. Not only will it give our stockholders a significant premium
over the recent stock price, but it also offers the opportunity to invest in a
rapidly expanding company -- U.S. Technologies -- that's on the early stage of a
very exciting and compelling market opportunity.
"Access to capital has been one of the issues that has restricted us from
expanding more rapidly into new vertical markets and new geographic
territories," he added. "Joining U.S. Technologies not only gives us access to
capital to accelerate our expansion plans, but gives all U.S. Technologies'
associated companies the opportunity to share technologies and cross-market our
services to a much wider customer base."
"On-Site Sourcing has experienced dramatic top- and bottom-line growth over
the past year, and it has an excellent reputation in the document management
community," said Gregory Earls, chairman and chief executive officer of U.S.
Technologies. He added, "With this acquisition, U.S. Technologies will be able
to transfer leading-edge technologies developed by some of our Internet
associated companies to On-Site's robust customer base. On-Site's financial
performance and customer depth represent the type of company we want to add to
our growing portfolio."
"We are excited about this transaction and the opportunity it will give us
to provide our customers with the corporate Internet technology applications and
solutions available from U.S. Technologies' associated companies like Portris,"
said Weiler. "Our customers have asked us to supply more and more Internet-based
services that can enhance their productivity and profitability and this merger
will enable us to achieve that goal more rapidly," he added.
Portris, one of U.S. Technologies' associated companies, is developing an
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XML-based collaborative network for multi-site, simultaneous document
management. Portris' technology will allow customers to manage vast amounts of
data and information technology more efficiently and productively in a
scaleable, secure and real-time fashion. Portris has targeted three markets --
legal services, consulting, and financial services -- all of which are markets
where On-Site Sourcing already has strong penetration and long-term customer
relationships. "We believe Portris' technology has the potential to
revolutionize the manner in which companies manage data, knowledge and
information," Earls remarked.
"As an example of the power of this merger, On-Site Sourcing will enable
Portris to accelerate its market penetration and revenue-ramp up. There are
several other exciting opportunities being developed by our associated companies
for similar strategic relationships," Earls stated. Weiler concurred and added,
"We believe that merging state-of-the-art Internet technologies with established
operating companies like On-Site is an excellent growth strategy. We can blend
the vertical market penetration of U.S. Technologies' operating units with the
unique Internet capabilities of Portris."
U.S. Technologies also announced that its Board of Directors has decided to
initiate efforts to divest its current prison-based outsourcing services
business so that it may focus exclusively on its transformation into a
distributive Internet operating company. "Both this merger and the divestiture
of our prison-based outsourcing sector are important steps in this
transformation," stated Earls.
"U.S. Technologies believes that the successful Internet company of the
future is moving towards a model in which associate companies combine their
capabilities and technologies to offer each other's respective customer base a
more comprehensive suite of services. This merger has been contemplated with
this strategic direction in mind," concluded Earls.
U.S. Technologies operates as a developer of Internet enterprises, with an
emphasis on the support of technology-driven start-ups and early stage
business-to-business companies. It has recently been named one of the Top 50
technology companies to watch in the Washington, DC metro area by dbusiness.com.
On-Site Sourcing provides digital imaging, document management, litigation
reprographics services, and facilities management throughout the East Coast.
On-Site's clients include law firms, corporations, non-profit organizations,
accounting firms, financial institutions and other organizations. On-Site
currently operates in the New York City, Washington, D.C, Atlanta, Philadelphia
and Baltimore markets.
This press release includes "forward-looking statements" within the meaning
of the federal securities laws, which involve uncertainties and risks. These
include statements regarding events or developments that the Company expects or
anticipates will occur in the future, such as statements about the Company's
strategies to improve operating performance. A number of risks and uncertainties
could cause actual results, events and developments to differ from expectations,
including the effectiveness of programs to increase revenues and cash flow and
to reduce costs, and the actions of competitors. On-Site undertakes no
obligation to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect any future events or
circumstances. Any securities to be issued pursuant to the proposed merger
described in this press release will be issued pursuant to applicable provisions
of the Securities Act of 1933. Investors are urged to
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read the relevant documents to be filed with the Securities and Exchange
Commission, which will contain important information about the transaction.
Investors can obtain any document filed with the Commission free at the
Commission's web site, http://www.SEC.GOV.
