AM Communications Announces Acquisition of Nex-Link Communications
QUAKERTOWN, Pa., June 4 /PRNewswire-FirstCall/ -- AM Communications, Inc. (OTC Bulletin Board: AMCM - News) announced today that its wholly owned subsidiary, AM Broadband Services, Inc. has entered into a definitive merger agreement with Nex-Link Communications Project Services, LLC, a privately held company located in Ft. Lauderdale, Florida. Nex-Link Communications is engaged in the business of design, engineering, construction and installation of broadband networks throughout the United States.
Under the terms of the proposed merger, Nex-Link Communications will be merged with and into a wholly owned corporate subsidiary of AM Broadband Services, Inc., which subsidiary was formed for the purpose of completing the proposed merger. After the merger is completed, Nex-Link Communications will be a wholly owned, corporate subsidiary of AM Broadband Services and will operate under the name "AM Nex-Link Communications, Inc."
As a result of the merger, the principals of Nex-Link Communications will receive, in the aggregate, approximately $4.59 million in consideration for their outstanding limited liability company interests. Such consideration will consist of approximately $1 million payable in cash, a promissory note in the amount of $1 million (which is payable over three years and bears interest at the rate of 5 percent), and seven million restricted shares of AM Communications common stock (having an approximate market value of $2.59 million as of Monday's market close).
"We are very pleased to announce the acquisition of one of our competitors by our Broadband Services Unit. Nex-Link Communications brings a very attractive book of business, as well as a talented management team to add depth to our Company," said Javad (Jay) Hassan, Chairman of AM Communications.
"We believe AM Communications, with their innovative software-powered service solutions, is positioned to become a leading service provider to the industry. As it has been the main focus of Nex-Link and its employees to provide quality services and solutions to its customers, we believe joining the AM family will further our objectives," said Steve Nickel, President of Nex-Link Communications.
The closing of the proposed merger is expected to occur on or before July 1. However, it is subject to a number of contingencies, including, without limitation, the completion of customary due diligence by AM Communications, the receipt of all necessary government, regulatory, corporate and third party approvals and the negotiation and execution by the parties of other definitive transaction documents. Given the preliminary status of these transactions, and the number of contingencies to be satisfied prior to closing, there can be no assurance that the merger will be consummated on a timely basis, if at all.
AM Communications, Inc., located in Quakertown, Pennsylvania, is a leading supplier of software-driven network reliability solutions for HFC broadband network enterprises. AM's advanced systems and service offerings employ leading-edge technologies that embody the company's 25+ years of HFC experience and expertise. Through its exclusive and strategic relationship with NeST Technologies, Inc., AM has access to a skilled manpower pool of over 400 software and hardware engineers as well as 2000 operations support personnel. AM's world-class quality credentials include ISO9001 for engineering, business, and operations procedures, as well as CMM Level 5 for software development. Visit us at www.amcomm.com.
This news release contains forward-looking statements, including statements regarding the Company's financial performance and results of operations. Actual results may differ materially from those projected in such forward-looking statements due to various factors, including: competitive factors, technological developments, customer acceptance of the Company's products and services, general economic conditions, and market demand. Further information regarding these and other risks of the Company and its business can be found in the Company's filings with the Securities and Exchange Commission (SEC) including the Company's Reports on Forms 10-KSB and Forms 10-QSB. These documents are available at the SEC website: www.sec.gov.
CONTACT: Christine Mascaro, Manager, Investor Relations of AM Communications, +1-215-538-8729, or cmascaro@amcomm.com.
SOURCE: AM Communications, Inc. |
