PerfectData Corporation and SuperCom, an Israeli-based developer of smart card solutions, have executed a letter of intent which sets forth the preliminary terms and conditions of a proposed merger transaction between SuperCom and PerfectData.
In connection with the merger, the shareholders of SuperCom will exchange their shares of capital stock in SuperCom for shares of common stock of PerfectData. At the closing of the merger, shareholders of SuperCom will own, after payment of fees and expenses, an aggregate of 72.5 percent of the shares of PerfectData common stock on a fully-diluted basis.
The shareholders of PerfectData common stock prior to the merger will own, after payment of fees and expenses, an aggregate of 21.5 percent of the shares of PerfectData common stock on a fully-diluted basis, provided that if PerfectData has less than two million dollars of cash net of liabilities at the closing, then the post-merger ownership to be allocated to the PerfectData shareholders shall be proportionately reduced.
The closing of the transaction is subject to certain conditions, including execution of a definitive merger agreement, the completion of due diligence, shareholder approvals and the registration of the shares issued to SuperCom shareholders on a Registration Statement on Form S-4.
There can be no assurance that the merger will be consummated or, if consummated, that it will be consummated on the terms set forth in the letter of intent. Eyal Tuchman, CFO of SuperCom, commented: "This proposed merger is an additional important step towards achieving our goals to increase the liquidity in our stock and to get closer to our USA customers and our USA investors."
Harris A. Shapiro, chairman and CEO of PerfectData, stated "We believe that the merger with SuperCom will enable our shareholders to participate in the growth of a financially sound company with a highly attractive product. SuperCom has demonstrated strong acceptance of its Smart Card technology as evidenced by projects with the Governments of Hong Kong, the Ukraine and others. In the United States, SuperCom is joining forces with some of the most important system integrators in the security industry."
SuperCom Ltd. is one of the world leaders in research, development and marketing of advanced technologies and products for government secured ID projects and Smart Card production technology.
SuperCom provides customized solutions and advanced technologies to produce secure and durable documents such as national identity cards, passports, visas, driving licenses and vehicle registration. Headquartered in Raanana, Israel, SuperCom has offices in the United States, Hong Kong and China.
PerfectData Corporation, based in Simi Valley, California, designs and markets a broad line of computer, office care and maintenance products and accessories. The products are designed to eliminate or minimize contamination in and around computers and office automation equipment, and to enhance user performance. — (menareport.com)
© 2003 Mena Report (www.menareport.com)
