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EXHIBIT 99.2
VERSO TECHNOLOGIES LOGO
400 Galleria Parkway
Suite 300
Atlanta, GA 30339
MEDIA 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 CLOSES ACQUISITION OF MESSAGECLICK
Unified messaging added to Verso's portfolio of services
ATLANTA, Georgia -(November 24, 2000)- Verso Technologies, Inc. (Nasdaq: VRSO),
a leading full service provider (FSP) of business technology solutions, today
reported that it has completed the acquisition of MessageClick, Inc., a
business-to-business application service provider (ASP) that provides integrated
voice and data messaging services.
Pursuant to the terms of the merger agreement with MessageClick, the
MessageClick preferred stockholders are entitled to receive in the aggregate
approximately 1.4 million shares of Verso common stock and warrants to purchase
an aggregate of approximately 180,000 shares of Verso common stock. In addition,
the MessageClick preferred stockholders will be entitled to receive additional
consideration, payable in shares of Verso common stock, if certain other
conditions are satisfied. In connection with this acquisition, Verso assumed
approximately $5.0 million in MessageClick liabilities, and incurred
approximately $800,000 in transaction related costs.
Verso has raised approximately $9.0 million from certain MessageClick preferred
stockholders to fund the expected cash requirements of MessageClick; $4.5
million of which was raised as part of the company's September private
placement, and $4.5 million of which was raised concurrent with the closing of
the acquisition through the issuance by Verso of 7.5% convertible debentures
with a five year maturity. In connection with the issuance of the convertible
debentures, Verso issued warrants to purchase up to 1.0 million shares of its
common stock at an exercise price of $7.50. Verso has already provided
MessageClick with $2.0 million of bridge financing from the amounts raised.
The securities issued by Verso in connection with the acquisition of
MessageClick, the 7.5% convertible debentures and accompanying warrants were
issued in reliance upon
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certain exemptions from the applicable registration requirements under the
securities laws.
The acquisition of MessageClick is being accounted for as a purchase and, as a
result, Verso's results of operations for the year ending December 31, 2000 will
include MessageClick's results of operations only from the closing date through
December 31, 2000. Accordingly, for the fourth quarter of 2000, Verso expects
that the revenue impact of the MessageClick acquisition will be minimal, and
EBITDA loss on these operations, including transitional employee expenses, will
be approximately $800,000. For the year 2001, revenue from MessageClick's
products and services is expected to be in the range of $3.5 million to $4
million. As an ASP, MessageClick's revenues are currently recurring in nature,
however, the majority of MessageClick revenues for the year 2001 will be
recognized in the second half of the year as licensing fees from the company's
proprietary unified messaging technology are earned. Based on these figures, the
transaction is expected to be accretive to Verso at the EBITDA level in the
second half of 2001.
Please see related press release dated November 3, 2000 for more information
concerning this acquisition.
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 profitability, efficiency, speed and/or customer service
capabilities. Verso can be reached at www.verso.com or by calling 678.589.3500.
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.
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
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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. We
have no obligation to publicly update or revise these forward-looking statements
to reflect new information, future events, or otherwise, except as required by
applicable securities laws, and we caution you not to place undue reliance on
these forward-looking statements.
