PFSweb Stockholders Approve Merger with eCOST.com
January 24 2006 - 4:06PM
Business Wire
PFSweb, Inc. (Nasdaq: PFSW), a global provider of integrated
business process outsourcing (BPO) solutions, announced today that,
at a Special Meeting of Stockholders held on January 24, 2006, its
stockholders approved the issuance of PFSweb shares in connection
with the previously announced definitive merger agreement with
eCOST.com (Nasdaq: ECST), a leading online discount retailer. The
merger is expected to close by February 1, 2006, subject to certain
additional conditions. Under the terms of the merger agreement,
PFSweb will issue to eCOST.com shareholders one PFSweb common share
for each outstanding share of eCOST.com in a tax-free,
share-for-share transaction where eCOST.com will become a wholly
owned subsidiary of PFSweb. In connection with the merger, PFSweb
stockholders also approved the proposal to increase the number of
authorized shares of PFSweb common stock from 40 million shares to
75 million shares. All proposals were approved by more than 92% of
the approximately 12 million shares voted. Management would like to
send its appreciation to the numerous shareholders and brokers who
provided their assistance in the voting process. This process
underlines the importance of shareholders casting their votes.
eCOST.com stockholders approved the definitive merger agreement
with PFSweb at a Special Meeting of Stockholders held yesterday,
January 23, 2006. Following the closing of the merger, shares of
eCOST.com common stock will no longer be listed on Nasdaq. About
PFSweb, Inc. PFSweb develops and deploys integrated business
infrastructure solutions and fulfillment services for Fortune 1000,
Global 2000 and brand name companies, including third party
logistics, call center support and e-commerce services. The company
serves a multitude of industries and company types, including such
clients as Adaptec (Nasdaq:ADPT), CHiA'SSO, FLAVIA(R) Beverage
Systems, Hewlett-Packard (NYSE:HPQ), International Business
Machines (NYSE:IBM), Nokia (NYSE:NOK), Pfizer, Inc. (NYSE:PFE),
Raytheon Aircraft Company, Rene Furterer USA, Roots, Inc.,
Smithsonian Institution and Xerox (NYSE:XRX). To find out more
about PFSweb, Inc. (NASDAQ: PFSW), visit our website at
www.pfsweb.com. The matters discussed herein and, in particular,
information regarding the merger, consist of forward-looking
information under the Private Securities Litigation Reform Act of
1995 and is subject to and involve risks and uncertainties, which
could cause actual results to differ materially from the
forward-looking information. PFSweb has recently filed a
Registration Statement on Form S-4 which identifies certain factors
that could cause actual results to differ materially from those
projected in any forward looking statements made and investors are
advised to review the Registration Statement and the Risk Factors
described therein. Neither PFSweb nor eCOST undertakes any
obligation to update publicly any forward-looking statement for any
reason, even if new information becomes available or other events
occur in the future. There may be additional risks that we do not
currently view as material or that are not presently known.
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