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FILED BY ELTRAX SYSTEMS, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
COMMISSION FILE NO.: 0-22190
SUBJECT COMPANIES:
ELTRAX SYSTEMS, INC.
AND
CEREUS TECHNOLOGY PARTNERS, INC. (COMMISSION FILE NO. 000-30522)
CEREUS TECHNOLOGY PARTNERS, INC.
Contact:
Juliet Reising, (678) 597-2367
[email protected]
ELTRAX SYSTEMS, INC.
Contact:
Investor Contact
Jennifer L. Pepper, (678) 589-3579
[email protected]
CEREUS AND ELTRAX AGREE TO MERGE
COMBINATION CREATES A MAJOR E-SOLUTIONS FULL SERVICE PROVIDER (FSP)
ATLANTA, GEORGIA - JUNE 13, 2000 .... Cereus Technology Partners, Inc. (OTC:
CEUS), a total solutions provider of e-business and B2B applications, and Eltrax
Systems, Inc. (NASDAQ-NMS: ELTX), an integrated e-solutions and applications
service provider, announced today that they have signed a definitive agreement
to merge the two companies. Both firms are based in Atlanta and pursue similar
market opportunities with complementary business strategies.
Cereus is led by Steve Odom, the former Chairman and CEO of World Access
(NASDAQ-NMS: WAXS). In his short tenure with Cereus, Odom has assembled an
experienced and proven management team that includes President and COO James
Logsdon, a former Senior VP/GM at GTE, and CFO Juliet Reising, former CFO of
Mindspring Enterprises, Inc. The Cereus management team will hold the same
positions with the combined company. William O'Reilly, current Chairman and CEO
of Eltrax, will become Chairman of the nine-member board of the combined company
made up by Odom, Logsdon, Reising, Amy Newmark, Max Bobbitt, Gary Heck and
Joseph Wright, (all current Cereus board members) O'Reilly and Stephen Raville
(both current Eltrax board members).
O'Reilly stated, "We are very excited about this combination with Cereus because
it significantly accelerates the business plans for both companies. I served on
the board of World Access and am confident in Steve's abilities. During the four
years that Steve was with World Access, its annualized revenues grew from $15
million to $700
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million. Combining Cereus' management team with our talented group of
individuals will create an explosive force in the e-solutions and FSP space."
Odom stated, "Eltrax has tremendous strengths and core competencies in ASP
applications, managed network services and customer care. They have a state of
the art Network Operating Center (NOC), extensive 24x7 customer support and
unique depth in middle management, marketing and sales. Combining our strength
in front and back office development and integrated solutions with the strengths
of Eltrax will result in a formidable entity in B2B e-commerce FSP solutions.
Summary of Merger Terms:
- The merger will be structured as a tax-free reorganization and accounted
for as a purchase.
- Each Cereus share will be converted into 1.67 shares of Eltrax, subject
to adjustment for the sale of certain assets of Eltrax's hospitality
business.
- Cereus will invest up to $5 million in Eltrax in the form of convertible
subordinated note prior to closing.
- The closing is conditioned on Cereus having approximately $12-13 million
of cash at closing and on Cereus and Eltrax raising an additional $20
million in new cash through additional equity and/or the sale of some or
all of Eltrax hospitality business.
- As part of the transaction, Cereus will provide interim management
services to Eltrax prior to the closing of the merger.
- The transaction is subject to approval by the shareholders of both
companies and other customary conditions and regulatory approvals and is
estimated to take about 90 days to close.
A conference call will take place on Wednesday, June 14 at 10 a.m. (EST) to
discuss the merger. The call will be simulcast over the Internet and made
available for replay at www.eltrax.com, www.cereus.net and www.streetevents.com.
About Cereus:
Cereus is an end-to-end solutions provider of e-business and B2B technologies,
including eBusiness strategy, web design/development, application integration,
network consulting and hosting. Cereus delivers its solutions through the most
effective delivery method available - whether at the customer's location, as an
ASP, or through outsourcing.
Cereus helps its customers transform their businesses for the new economy. In
many cases, Cereus becomes the customer's IT department by providing end-to-end
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solutions, including communications and data services. Additional information
can be accessed on the World Wide Web at www.cereus.net.
About Eltrax:
Eltrax is a full service application service provider that plans, builds and
runs the technology that high-growth businesses need to take care of their
internal and external customers. Eltrax offers application service provider
services, including Web-based customer relationship management (CRM), ASP
service, and iMessaging(TM), an e-mail and collaboration application.
Eltrax is headquartered in Atlanta, Georgia, and is continually expanding its
portfolio of services to new offices, business partners and agents worldwide.
For more information, visit the Eltrax Web site at http://www.eltrax.com.
* * * *
Eltrax and Cereus will be filing a joint proxy statement/ prospectus and other
relevant documents concerning the merger with the United States Securities and
Exchange Commission (the "SEC"). WE URGE INVESTORS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents free of charge at the SEC's website, www.sec.gov. In addition, the
joint proxy statement/prospectus will be made available for free to the
shareholders of Eltrax and Cereus. READ THE JOINT PROXY STATEMENT/PROSPECTUS
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
Eltrax and its directors, executive officers and certain other members of
management and employees may be soliciting proxies from Eltrax shareholders in
favor of the merger. Cereus and its directors, executive officers and certain
other members of management and employees may be soliciting proxies from Cereus
shareholders in favor of the merger. Information concerning the participants in
the proxy solicitation will be set forth in the joint proxy statement/prospectus
when it is filed with the SEC.
Note Regarding Forward Looking Statements
This news release contains forward-looking statements. These statements include
statements regarding the period following completion of the merger. Words such
as "intend," "believe," "expect," "plans" and words and terms of similar
substance identify forward looking statements. All forward looking statements
are subject to various risks, uncertainties and other factors that could cause
actual results to vary materially from the results anticipated in such
forward-looking statements. Such risks, uncertainties and other factors include
the market's difficulty in valuing the combined company's business model, the
failure to realize the anticipated benefits of the merger, competition,
management's ability to manage the combined company's growth, the ability to
deliver new products and services to the market on time, the inability to
accurately predict future revenues of the combined company and other risks to be
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detailed in the joint proxy statement/prospectus to be filed with the SEC in
connection with this transaction. Additional risks and uncertainties related to
the current businesses of the two parties can be found in Cereus' and Eltrax's
filings with the SEC. The forward-looking statements in this new release
represent Cereus' and Eltrax's judgment as of the date of this release. Cereus
and Eltrax disclaim any intent or obligation to update these forward-looking
statements.
