BOCA RATON, FL -- (Marketwire) -- 03/01/13 -- AutoInfo, Inc. (OTCBB: AUTO) (the "Company" or "AutoInfo") announced today that the Company has entered into a merger agreement with AutoInfo Holdings, LLC, a subsidiary of Comvest Investment Partners IV, L.P., one of the investment funds managed by Comvest Partners ("Comvest"), pursuant to which Comvest has agreed to acquire the Company for $1.05 per share in cash, which represents a 7% premium to the Company's closing share price on February 28, 2013 and a 21% premium to the Company's average closing share price for the six month period ending February 28, 2013.
The Company's Board of Directors has unanimously approved the merger agreement with Comvest and has resolved to recommend that the Company's stockholders adopt the merger agreement and approve the merger.
Harry Wachtel, the Company's Chief Executive Officer, said, "Comvest's growth strategy is to acquire well managed companies that are leaders in their market and effectively oversee their performance. The merger will allow for greater stability, focus, and flexibility for AutoInfo to achieve its strategic goals and growth. I believe that the transaction will yield benefits to each of our customers, employees and agents."
Mark Patterson, Chairman of the Company's Strategic Initiatives Committee and the Special Committee of the Company's Board of Directors with respect to the proposed transaction added, "I am pleased that the hard work of our team has yielded this opportunity for our stockholders to realize on the value we have created."
John Caple, Managing Director of Comvest said, "We are excited to partner with the team at AutoInfo. They have created an impressive track record of growth and we look forward to the success of the Company going forward."
Completion of the transaction is subject to the approval by holders of a majority of the Company's common shares and other customary closing conditions (which is not conditioned on financing). Assuming the satisfaction of conditions, the transaction is expected to close in the second quarter of calendar 2013.
Stephens Inc. acted as financial advisor, and Roetzel & Andress, LPA and Morse, Zelnick, Rose & Lander, LLP acted as legal advisors, to the Company.
McDermott Will & Emery LLP, acted as legal advisors to Comvest.
AutoInfo, Inc. operates in two business segments, non-asset based transportation services and agent support services. The non-asset based transportation services segment includes its brokerage and contract carrier services which are provided through a network of independent sales agents throughout the United States and Canada. Revenue in this segment is generated from freight transportation transactions. The agent support services segment includes an array of services that we provide to our agent network to support and encourage the expansion of our agents' businesses, primarily financial support through interest bearing long-term loans, sales-type leases (which facilitate the acquisition of trucks by owner-operators), and non-interest bearing short-term loans, as well as other services including training, margin analysis, marketing assistance, industry and market segment data and business analysis tools. Revenue in this segment consists primarily of interest on interest bearing loans and profits and interest earned on sales-type leases.
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