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EXHIBIT 99.1
VERSO TECHNOLOGIES LOGO
400 Galleria Parkway
Suite 300
Atlanta, GA 30339
MEDIA RELATIONS CONTACT: INVESTOR RELATIONS CONTACT:
Gordon Murray Jennifer Pepper
Verso Technologies, Inc. Director of Investor Relations
678-589-3563 Verso Technologies, Inc.
[email protected] 678-589-3579
[email protected]
VERSO TECHNOLOGIES TO ACQUIRE MESSAGECLICK
Acquisition provides Verso with unique ASP offering
Unified messaging tools will provide Verso's customers with special advantage
ATLANTA, GA - November 3, 2000 - Verso Technologies, Inc. (Nasdaq: VRSO), a
leading full service provider (FSP) of business technology solutions, announced
today that it has signed a definitive merger agreement for the acquisition of
MessageClick, Inc., a business-to-business application service provider (ASP)
that provides integrated voice and data messaging services.
MessageClick, based in New York City, is a privately held company that offers
unified communications solutions that allow users to manage all of their voice,
fax and e-mail communication by computer and over the telephone. Because all
messages are received in electronic format, they can easily be forwarded,
printed, deleted or saved with the click of a mouse.
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According to the terms of the merger agreement, the MessageClick preferred
stockholders will be entitled to receive an estimated 1.4 million shares of
restricted Verso common stock and warrants to purchase approximately 180,000
shares of restricted Verso common stock. The merger consideration will be
adjusted under certain circumstances. In addition, the MessageClick stockholders
will be entitled to receive additional consideration, payable in shares of Verso
common stock, if Verso receives certain investment commitments no later than
December 31, 2000, and/or if MessageClick meets certain performance targets for
the year ending December 31, 2001.
As a result of the transaction, Verso will assume an estimated $4.5 million in
MessageClick liabilities. Verso has already provided $1.8 million in bridge
financing to MessageClick.
At the closing of the transaction, Verso will have raised $9 million from
certain strategic MessageClick preferred stockholders to fund the expected cash
requirements of the MessageClick investment ($1.8 million of which Verso has
funded MessageClick to date); $4.5 million of the company's September private
placement was designated for such purposes, and $4.5 million will be raised
through the issuance by Verso of 7.5% convertible debentures with a 5-year
maturity. In connection with the issuance of the convertible debenture, Verso
will issue warrants to purchase up to one million shares of common stock at an
exercise price of $7.50. The debenture and warrant purchase transaction will
close simultaneously with the merger closing.
The MessageClick acquisition will be accounted for as a purchase, and the
expected November closing is subject to the receipt of the approval of the
MessageClick stockholders and certain creditor agreements, the consent of
Verso's primary lender, the consummation of the sale of the 7.5% debentures and
warrants noted above, and other customary closing conditions.
Steve Odom, chairman and chief executive officer of Verso, said, "MessageClick
has a significant presence in key industries already targeted by Verso,
including the financial and communication service provider marketplaces. As we
enter the growth part of our strategy, it is our intent to continue to add other
proprietary products and services to our suite of offerings that add value to
customers in these verticals. The acquisition of MessageClick and its technology
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allows us to offer our customers state-of-the-art communication services that
will simplify their daily communications." Odom continued, "Furthermore, the
structure of the transaction and the committed funding gives us the opportunity
to add MessageClick's technology to our already broad suite of offerings without
tapping our cash reserves."
Ben Feder, chief executive officer and founder of MessageClick, commented, "The
ability to offer customers expertise in Internet-based voice communications
differentiates Verso from other technology providers. Verso's customers will
reap the benefits of working with a company that can truly service the
customer's technology needs from start to finish, going beyond traditional
solutions to give customers a competitive edge." Feder continued, "We anticipate
that the combined companies can achieve significant cost savings in the areas of
customer care, network operations, and administrative costs. We expect that
these savings, together with enhanced product offerings, will further increase
our competitiveness as unified messaging continues to be adopted by mainstream
users."
ABOUT MESSAGECLICK, INC.
Founded in 1996, MessageClick provides internet-based outsourced messaging
services including fax, voice and unified messaging. The company offers its
services directly to end-users and through service providers, which include
cable operators, telephone companies, and major ISPs. For more information,
visit www.messageclick.com , or call 1-877-9-MCLICK.
ABOUT VERSO TECHNOLOGIES, INC.
Headquartered in Atlanta, Georgia, Verso Technologies, Inc. is a full service
provider (FSP) of application and outsourced IT solutions that seek to add value
for clients by giving them the edge they need to stay competitive. Verso's full
service solutions include eBusiness consulting, web design and development,
application hosting, application and network integration, enterprise management
services and outsourced customer resource center services. Based on each
client's needs, Verso plans, builds and runs personalized business solutions
that seek to improve
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profitability, efficiency, speed and/or customer service capabilities. Verso can
be reached at www.verso.com or by calling 678.589.3500.
FORWARD LOOKING STATEMENTS
Certain statements contained in this release that are not statements of
historical facts are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. The words "believe," "expect,"
"anticipate," "intend," "will" and similar expressions are examples of words
that identify forward-looking statements. Forward-looking statements include,
without limitation, statements regarding our future financial position, business
strategy and expected cost savings. These forward-looking statements are based
on our current beliefs, as well as assumptions we have made based upon
information currently available to us.
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