Weak attempt to squeeze! Sell the pig: "AremisSoft Announces Increase in Share Buy Back Program From 1
2001-06-15 13:26 (New York)
Million Shares to up to 4 Million Shares and a
Proposed Recapitalization
Business and High Tech Editors
NEW YORK--(BUSINESS WIRE)--June 15, 2001--AremisSoft Corporation
(NASDAQ: AREM), a leading international supplier of enterprise-wide
software and Internet-enabled solutions for the manufacturing,
hospitality, healthcare and construction industries, today announced
that its Board of Directors has authorized an increase in its share
repurchase program initially announced on May 18, 2001, from up to 1
million shares to up to 4 million shares of its Common Stock. The
Common Stock may be repurchased by the Company from time to time in
open market transactions or in privately negotiated transactions as
permitted under applicable rules and regulations. The extent to which
the Company purchases its shares and the timing of such purchases will
depend upon market conditions and other corporate considerations. To
date, AremisSoft has repurchased 1 million shares of its common stock
pursuant to a previously announced share buyback program. In light of
its recent trading price, the Company believes that its common stock
is undervalued.
The Company's Board of Directors also approved today a
recapitalization of the Company, subject to shareholder approval and
continued listing, where all of the Company's Common Stock will be
exchanged for new shares of Class A Common Stock in a ratio equal to
one share of new Class A Common Stock for each 1.1 shares of old
Common Stock. The Company anticipates that the rights, preferences and
privileges of the new Class A Common Stock will be identical to the
old Common Stock. In the recapitalization, a new class of common
stock, entitled Class B Common Stock, will be created, which may be
issued in series with rights, preferences and privileges to be
determined by the Board of Directors upon issuance of each series with
voting rights equal to the voting rights of the new Class A Common
Stock. The Company does not anticipate listing the Class B Common
Stock on any established public trading market. The Class B Common
Stock may be used by the Company for any corporate purpose, including,
but not limited to, future acquisitions. The record date for the
proposed meeting has been set as June 25, 2001. The Company
anticipates filing a proxy statement with the Securities and Exchange
Commission in the near future with a proposed meeting date in
approximately forty five days. The Company intends to pay cash to any
shareholder with a fractional share as a result of the
recapitalization. By way of example, for a shareholder who owns in the
aggregate 100 shares of AremisSoft's Common Stock the Company intends
to exchange 90 new shares of its Class A Common Stock and pay in cash
the value of the remaining .909 shares. Once the recapitalization is
approved by the shareholders and approved for trading on the NASDAQ
Stock Market or another National Stock Exchange, all Common Stock
share certificates will be promptly recalled by the transfer agent and
new Class A Common Stock certificates will be issued together with any
cash payment for fractional shares.
About AremisSoft Corporation
AremisSoft develops, markets, implements and supports
enterprise-wide applications software targeted at mid-sized
organizations in the manufacturing, healthcare, hospitality and
construction industries. The Company's software products help
streamline and enhance an organization's ability to manage and execute
mission-critical functions such as accounting, purchasing,
manufacturing, customer service and sales and marketing. AremisSoft
reported total revenue of $123.6 million for the twelve months ended
December 31, 2000 and pro forma net income of $29.2 million for the
same period. AremisSoft has approximately 1,300 employees, with sales
in over 20 countries and a customer base in excess of 8,000. The
Company also operates a software development and support facilities in
India, with approximately 300 employees, which provides significant
organizational efficiencies and cost advantages in software
development and support.
Cautionary Statement for Purposes of the "Safe Harbor" Provisions
of the Private Securities Litigation Reform Act of 1995: All
statements, other than historical facts, included in the foregoing
press release regarding the Company's financial position, business
strategy, and plans of management for future operations are "forward
looking statements." These statements are based on management's
beliefs and assumptions, and on information currently available to
management. Forward looking statements include, but are not limited
to, statements in which words such as "expect," "see," "anticipate,"
"intend," "plan," "believe," "estimate," "consider," or similar
expressions are used. Forward looking statements are not guarantees of
future performance. They involve risks, uncertainties, and
assumptions, including risks discussed under "Risk Factors" in the
Company's annual report on Form 10-K, SEC File No. 0-25713, all of
which are incorporated herein by reference. The Company's actual
results and stockholder values may differ materially from those
anticipated or expressed in these forward looking statements. Many of
the factors that will determine these results and values are beyond
the Company's ability to control or predict. Readers of this press
release are cautioned not to put undue reliance on any forward looking
statement. The Company undertakes no obligation to publicly update
these forward looking statements, whether as a result of new
information, future events or otherwise.
--30--rc/ny*
CONTACT: AremisSoft Corporation
Paul Bloom
Executive Vice President of Corporate Development
856/869-0770
paul.bloom@aremissoft.com |
