BIG NEWS:Charterhouse Signs Letter of Intent to Make Significant Investment in Top Image Systems
TEL AVIV, Israel, Oct. 20 /PRNewswire/ -- TiS -- Top Image Systems Ltd., (Nasdaq: TISA - news, TISAW - news),a leading innovator in digital information recognition and data capture software solutions, today announced that it has signed a letter of intent which contemplates the investment of at least $15 million in the Company by an affiliate of Charterhouse Group International Inc. of New York. Investment of up to an additional $10 million into TiS, as well as up to an additional $25 million (for an aggregate investment of up to $50 million) into TiS, into a subsidiary of TiS or into a company to be owned by Charterhouse will be determined on the basis of a business
plan that Top Image and Charterhouse will jointly develop, and will be subject to the further approval of Charterhouse and the Company. Upon the closing of its initial investment, Charterhouse will be entitled to designate a majority of the Board of Directors of TiS.
The proposed transaction is subject to the satisfaction of several conditions, including completion by Charterhouse of its due diligence investigation, negotiation of a definitive share purchase agreement
and the receipt of required corporate and governmental approvals. The transaction is expected to be consummated in December 1999.
Izhak Nakar, Chairman and CEO of Top Image, said the investment will be implemented in several stages beginning with an initial acquisition by Charterhouse of the Company's ordinary shares for an aggregate purchase price of $15 million. The initial investment will be based on the average of the closing share price on the 15 trading days prior to the close of the investment, but will not be less than $4.31 or greater than $5.00.
Mr. Nakar added: ''The funds are intended to give Top Image the financial wherewithal to become the unquestioned leader in its industry through selective acquisitions and the development of new
technologies. We anticipate that the initial investment will be used for acquisitions.''
Mr. Nakar characterized the Charterhouse investment as a strategic turning point for Top Image.
''Since 1996 we have successfully implemented our strategy of growing our top line at an average annual rate of 75 percent a year, with a 17 percent net margin and 14 consecutive quarters in which the Company has seen growth. With the initial Charterhouse investment added to our current cash position, we can now focus with confidence on our new strategy for growth. The capital that Charterhouse is providing will be used for strategic mergers and acquisitions as well as to expand
our business presence worldwide. We want to be the number one company worldwide providing digital recognition solutions to enterprises via Internet applications and automated forms processing systems.''
SO...are we SOLD or what?????
chris |
