VERTEX INDUSTRIES INC
8-K, EX-99, 2000-10-02
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                            VERTEX INTERACTIVE, INC.
    23 CAROL STREET. CLIFTON, N.J. 07014. (973) 777-3500. FAX (973) 472-0814

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PRESS RELEASE                                         FOR IMMEDIATE DISTRIBUTION
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CONTACT:
Nicholas Toms                                         Stan Altschuler/Richard Cooper
Vertex Interactive, Inc.                               Strategic Growth International, Inc.
(973) 777-3500                                        (516) 829-7111 . [email protected]
[email protected]
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                           VERTEX INTERACTIVE ACQUIRES
                           RENAISSANCE SOFTWARE, INC.

   RENAISSANCE IS A MAJOR PROVIDER OF ENTERPRISE LEVEL SUPPLY CHAIN EXECUTION
                                    SOFTWARE
    ACQUISITION ESTABLISHES VERTEX AS A LEADING PROVIDER OF WEB-BASED SUPPLY
                           CHAIN MANAGEMENT SOLUTIONS
          TRANSACTION IMMEDIATELY ACCRETIVE TO CASH EARNINGS PER SHARE
                CHASE H & Q REPRESENTED VERTEX IN THE TRANSACTION

CLIFTON, N.J., SEPTEMBER 19, 2000 -VERTEX INTERACTIVE, INC. (NASDAQ-NMS: VETX)
("Vertex" or the "Company") today announced the acquisition of Renaissance
Software, Inc. in a transaction valued at approximately $50 million, paid for
through the issuance of approximately 3.6 million shares of Vertex common stock,
and the reserving of 500,000 shares of its common stock for future issuance in
connection with outstanding options and warrants of Renaissance. The acquisition
of Renaissance will be immediately accretive to Vertex's cash earnings per
share, commencing with the current quarter ending September 30, 2000. The
investment banking firm of Chase H & Q acted as advisors to Vertex in the
structuring and negotiation of this transaction.

Renaissance is a leading provider of e-business supply chain management
software. Renaissance's suite of supply chain Internet applications or e-Supply
Chain Management (e-SCM) consist of three major components: warehouse management
(e-WMS), order management (e-Order) and distribution (e-Distribution). The e-SCM
suite is the first state-of-the-art Enterprise level management tool written
entirely from the ground up as a Java-based web product, enabling customers,
suppliers, and trading partners immediate access to mission critical supply
chain information on a real-time basis. The software is designed to facilitate
the global management of resources and information; to reduce costs; decrease
the level of required on-hand inventory, and most importantly, increase
revenues.

Renaissance is headquartered in Lake Success, NY, and has regional offices in
New Jersey, Illinois, Wisconsin, North Carolina and California, including an
extensive research and development team who will continue to expand the
company's leading edge product line. Renaissance has major strategic alliances
with IBM, Oracle, i2 Technologies, Northrop Grumann and Compaq, and a bluechip
client base that includes ConAgra, Wal-Mart Stores, Volvo Trucks (North
America), Air Express International, Avery Dennison, Rand McNally, Formica,
LaGrange (France), SEEBoard (UK), Albert et Cie (France), and Iowa Beef
Products. Renaissance is expected to achieve record revenues of approximately




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$12 million during the current fiscal year ending December 31, 2000, a 100%
increase over fiscal 1999, with a growing backlog of contracts currently
exceeding $10 million, indicative of the explosive demand for interactive,
real-time enterprise level supply chain management solutions.

As a result of the acquisition of Renaissance, Vertex now offers the broadest
and most complete suite of supply chain management and technology tools in the
world. Additionally Vertex will immediately capitalize on significant cross
marketing opportunities that exist between the customer bases of both companies.
Vertex believes that a significant number of Renaissance's existing customers
will integrate their existing systems with other Vertex products and
technologies, such as the PicRite'r' pick-to-light wireless inventory management
system. Vertex will also market Renaissance's suite of supply chain Internet
applications to its current and future customers, both in North America, Europe
and the Mid-East, and will become a focal point of its expanding product line,
and growing global presence as the leading supplier of supply chain management
solutions.

Mr. Bob Schilt, President and CEO of Renaissance stated, "Quite simply, Vertex
provides Renaissance and its customers with the scale, the worldwide platform
and a suite of complementary products and services which will enable our
combined companies to address any supply chain need from e-order entry, through
e-warehouse management and e-distribution."

Nicholas Toms, Joint Chairman and Joint CEO, commented, "We are delighted that
Renaissance has joined forces with Vertex. This is our most significant
acquisition completed to date and fulfills our mission of building a fully
integrated supply chain management solutions company. The addition of
Renaissance's e-SCM product suite sets us apart as the most comprehensive
provider of advanced, interactive and real-time web-based, supply chain
management software products and technology solutions in the world, immediately
enhancing our global marketing presence".

Hugo Biermann, Joint Chairman and Joint CEO of Vertex stated, "The acquisition
of Renaissance and its impact on the markets we serve positions our Company at
the forefront of the international Supply Chain software solutions business. Our
extensive European operation immediately expands Renaissance's market
opportunities, by offering its cutting-edge product suite to our existing
blue-chip customer list. We welcome Bob and Lou Schilt and the entire
Renaissance team and look forward to working closely with them".

ABOUT VERTEX INTERACTIVE:

Vertex Interactive, Inc. provides business-to-business fulfillment technologies,
including those that enhance the productivity of mobile workers across the
supply chain in such business critical areas as customer relationship
management, enterprise applications integration; logistics, inventory and
warehouse resource management, distribution and transportation planning and
route accounting. The Company has also developed proprietary web-enabled and
e-business related technologies, and is a member of the IBM Partners World For
Developers Program. Vertex has a rapidly growing international presence, with
operations currently throughout North America and Europe. For additional
information, please visit us on the Internet at www.vertexinteractive.com.

CERTAIN STATEMENTS INCLUDED IN THIS PRESS RELEASE ARE FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM SUCH STATEMENTS EXPRESSED OR IMPLIED
HEREIN AS A RESULT OF A VARIETY OF FACTORS, INCLUDING, BUT NOT LIMITED TO, THE
DEVELOPMENT AND IMPLEMENTATION OF THE TECHNOLOGIES, THE SUCCESS OF
CO-DEVELOPMENT PROGRAMS AND JOINT VENTURES, THE ACCEPTANCE BY THE MARKET OF THE
COMPANY'S PRODUCTS, COMPETITION, THE TIMING OF PROJECTS AND TRENDS IN FUTURE
OPERATING PERFORMANCE AND CHANGES IN TECHNOLOGY, AS WELL AS OTHER FACTORS
EXPRESSED FROM TIME TO TIME IN THE COMPANY'S PERIODIC FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). AS A RESULT, THIS PRESS RELEASE
SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S PERIODIC FILINGS WITH THE SEC.

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