pos.com, Inc. Announces Acceptance for Purchase and Payment for Its Shares by Symbol Acquisition Corporation
SAN JOSE, Calif.--(BUSINESS WIRE)--Sept. 17, 2002--@pos.com, Inc. (OTCBB:EPOS) announced today that Symbol Acquisition Corp., a wholly owned subsidiary of Symbol Technologies, Inc. has accepted for purchase and payment, pursuant to its tender offer for all of the outstanding shares of common stock of @pos at $0.46 per share net to the seller in cash, all shares of @pos which were validly tendered and not withdrawn as of the expiration of its tender offer at 12:00 midnight, New York City time, on September 16, 2002. @pos believes that approximately 9,537,664 of its shares, or 85.4% of the total issued and outstanding @pos shares, were validly tendered pursuant to the tender offer and not withdrawn (including shares tendered pursuant to a guarantee of delivery). Payment for the tendered shares accepted in the offer will be made as soon as practicable following the expiration date of the offer.
On September 16, 2002, Symbol also exercised the conversion feature of the Convertible Promissory Note executed by @pos and Crossvue, Inc., a subsidiary of @pos, in favor of Symbol on August 12, 2002 with respect to an aggregate amount of outstanding principal and interest of $2,100,000. Upon conversion of such amount of the convertible promissory note, Symbol became entitled to receive 9,780,270 shares of @pos common stock.
The tender offer will be followed by a merger of Symbol Acquisition Corp. with and into @pos. Since the shares acquired pursuant to the tender offer, together with the shares issuable upon the conversion of the convertible promissory note, exceed 90% of the total outstanding common stock of @pos, Symbol Acquisition Corp. will merge itself into @pos without a vote of @pos stockholders. Pursuant to the merger, those @pos stockholders who did not tender their shares in the tender offer and who do not seek appraisal of their shares pursuant to applicable law will have their shares converted into the right to receive $0.46 per share net to each stockholder in cash. Payment of such amount will be made following the merger upon proper presentation of certificates representing their shares to U.S. Stock Transfer Corporation, the paying agent for the merger, together with a properly completed letter of transmittal.
About @pos.com
pos.com, Inc. (OTCBB:EPOS) is a leader in secure, interactive electronic transaction technologies. @pos delivers technologies that include signature capture pads, web-enabled platforms, smart card interfaces, and encryption engines supporting DES and Triple DES, in addition to offering an extensive suite of software tools. @pos currently markets its products to the retail, government and banking segments for applications that include electronic signature capture, debit and credit payments. For more information, see www.atpos.com, email to info@atpos.com, or call 408/468-5400.
Safe Harbor Statement
The matters discussed in this news release include forward-looking statements which 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, but are not limited to, the possibility that the tender offer for our common stock may not be completed, material adverse change in @pos, and other risks as detailed from time to time in SEC reports and filings by @pos. These forward-looking statements represent @pos' judgment as of the date of this release. @pos disclaims any intent or obligation to update these forward-looking statements.
CONTACT:
pos
Tammy M. Smith, 408/468-5427
tsmith@atpos.com
SOURCE: @pos
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09/17/2002 20:18 EASTERN |
