CyberDefender Reaches Agreement to Sell with GR Match
February 23 2012 - 6:00AM
Business Wire
CyberDefender® Corporation (Nasdaq:CYDE) ( the “Company”), a
leading provider of direct-to-consumer remote technical support
services, Internet security software and utilities, today announced
that it has entered into an Asset Purchase Agreement (“APA”) with
GR Match, LLC, an affiliate of Guthy-Renker LLC, to sell
substantially all of its assets to GR Match, LLC. Guthy-Renker LLC
is one of the largest direct marketing companies, with distribution
of products throughout the world.
In order to facilitate the sale transaction contemplated by the
APA and establish a sale process for the receipt of higher and
better bids, the Company has filed a voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware. The
acquisition is subject to certain conditions including approval by
the Bankruptcy Court, higher and better offers, customary closing
conditions, and any required government approvals.
The Company emphasized that its daily operations, including
software, data storage and LiveTech remote technical support
services, would continue without interruption during the sale
process.
GR Match, LLC has also committed to provide up to $4.6 million
in debtor-in-possession (“DIP”) financing to facilitate the
transaction and sale. This financing, subject to Bankruptcy Court
approval, will allow the Company’s operations to continue normally
while completing the sale. This additional liquidity will enable
the Company to satisfy customary obligations associated with the
daily operations of its business, including the timely payment for
post-petition services, employee wages and other obligations.
In conjunction with the Chapter 11 filing and pursuant to
Section 363 of the Bankruptcy Code, the Company will file a motion
for the establishment of bidding procedures to allow other
qualified bidders to submit higher and better offers for its
assets.
XRoads Solutions Group, LLC serves as financial advisor to the
Company and Pachulski Stang Ziehl & Jones LLP serves as
bankruptcy counsel.
For further information regarding the sale and Chapter 11
proceedings please visit www.CyberDefenderCorp.com or call
877-850-1650.
About CyberDefender
CyberDefender is a leading provider of technology and technology
services for consumers. Utilizing direct-to-consumer marketing, the
Company addresses the growing demand for remote technical support
services, antimalware and PC optimization software and online
backup services. The Company markets its products and services to
consumers through television and radio via its MyCleanPC®,
MaxMySpeed® and DoubleMySpeed® brands.
Forward Looking Statement
Statements in this public announcement that are not statements
of historical or current fact, including the statements regarding:
the closing of the transaction contemplated by the Asset Purchase
Agreement, the approval of the contemplated transaction and
proposed procedures by the Bankruptcy Court; other required
approvals; the provision of debtor-in-possession financing by GR
Match, LLC,; the Company’s ability to continue its daily
operations, including software, data storage and LiveTech remote
technical support services, without interruption during the sale
process; the continuing availability of debtor-in-possession
financing to enable the Company’s operations to continue normally
while the Company completes the contemplated restructuring and
sale; the conclusion of the sale process; and the availability of
sufficient liquidity to enable the Company to satisfy customer
obligations associated with daily operations, including timely
payments for post-petition services, employee wages and other
obligations, constitute "forward-looking statements" under Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. The
forward-looking statements involve known and unknown risks,
uncertainties and other unknown factors that could cause actual
events and results to be materially different from any future
events and results expressed or implied by such forward-looking
statements. The forward-looking statements also are subject
generally to other risks and uncertainties that are described from
time to time in CyberDefender's reports and registration statements
filed with the Securities and Exchange Commission, which are
available for review at www.sec.gov.
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