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ECOMETRY CORPORATION
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[ECOMETRY CORPORATION LOGO]
Contact: Martin K. Weinbaum
Vice President, Finance & Chief Financial Officer
Phone: (561) 265-2700
Fax: (561) 454-4801
ECOMETRY CORPORATION ANNOUNCES MANAGEMENT BUYOUT
DELRAY BEACH, FL.- October 25, 2001--Ecometry Corporation (Nasdaq:ECOM), a
leading provider of integrated software solutions for multi-channel commerce,
today announced that an Independent Committee of the Board of Directors has
accepted an offer, subject to shareholder approval, from SG Merger Corporation
to purchase all of the shares of the Company's outstanding common stock for
$2.70 per share. SG Merger Corp. is wholly owned by Wilburn W. Smith, the
Company's Chairman and Executive Vice President of Sales, and Allan J. Gardner,
a director of the Company and its Chief Technology Officer. Smith and Gardner
are the co-founders of the Company and currently own approximately 35% of the
Company's common stock.
SG Merger and Smith and Gardner signed an agreement and plan of merger with the
Company today pursuant to which SG Merger would acquire all of the shares of
common stock of the Company (other than shares held by SG Merger and Smith and
Gardner) in a cash merger after the Company obtains shareholder approval. The
merger is subject to the condition that holders of a majority of the common
stock not held by SG Merger Corp. and Smith and Gardner vote in favor of the
merger. The merger would result in Smith and Gardner owning all of the
outstanding common stock of the Company.
"Although my confidence in the long-term prospects of this Company has never
wavered, the past year has presented challenges for our industry as well as for
our Company," said Wilburn Smith. "It is clear that the public markets do not
view our sector favorably, and given the current economic climate, it is
unlikely that this situation will improve in the near term."
Allan Gardner added, "We think that our offer to pay an 80% premium to today's
closing price gives the public a fair price for its shares. It will also allow
me, Mr. Smith and our management team time to focus our efforts on long-term
strategic initiatives rather than the quarter-to-quarter results that Wall
Street demands."
Prior to the consummation of this transaction, the Company will file a proxy
statement with the United States Securities and Exchange Commission (SEC).
Shareholders are urged to read the proxy statement when it becomes available to
learn important information about the Company and the proposed transaction.
Shareholders will be able
to obtain copies of these documents when they become available, along with other
documents filed with the SEC, free of charge, through the web site maintained by
the SEC at http://www.sec.gov. Shareholders can also obtain, free of charge,
copies of the proxy statement when it becomes available, along with any
documents the Company has filed with the SEC by contacting the Company at (561)
265-2700. The Company, Wilburn Smith, Allan Gardner and the Company's other
directors may be deemed to be participants in the solicitation of the Company's
shareholders in favor of the merger. Information concerning the direct or
indirect interests, by security holdings or otherwise, of these persons is
contained in the Company's proxy statement relating to its 2001 annual meeting
of shareholders filed with the SEC on March 22, 2001.
ABOUT ECOMETRY CORPORATION
Ecometry is a leading provider of multi-channel commerce solutions worldwide.
The Ecometry family of products ensures customer satisfaction throughout the
multi-channel shopping and buying experience. Its flagship product, Ecometry
Retail Enterprise (TM), is a customer-centric, high volume suite of business
applications designed to completely automate front-end and back-end operations
across multiple channels. It enables retailers to acquire, retain and manage
customers, suppliers and partners from one centralized database. Headquartered
in Delray Beach, Florida, Ecometry's client roster includes industry-leading
retailers such as Nordstrom, Time Life, Brookstone, Zales, Hickory Farms,
MicroWarehouse, KBKids.com, Nine West, Coldwater Creek, Hallmark, Urban
Outfitters and RedEnvelope.com.
SAFE HARBOR
This press release contains forward-looking statements including statements made
about the merger and statements made about the prospects of the Company. These
forward-looking statements involve a number of risks and uncertainties that
could cause actual results to differ materially from those indicated by such
forward-looking statements, including the risk that the conditions to the
merger, including the requirement to obtain shareholder approval of the merger,
will not be satisfied and the merger will not be completed. Other factors
associated with our business that may affect our operations are discussed in our
Annual Report on Form 10-K, filed on March 16, 2001, and our other filings with
the SEC.