Exhibit 99.1
E-Sync Networks and Charles River Consultants Sign Definitive Transaction
Agreements for Formation of Joint Venture
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[LOGO] E-SYNC networks, inc. [LOGO] CRC
E-Sync Networks: Neil Frieser
203-601-3250
CRC: Ezra Altman
212-906-1005
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E-Sync Networks and Charles River Consultants Sign Definitive Transaction
Agreements for Formation of Joint Venture
TRUMBULL, CT and NEW YORK, NY, August 6, 2001 - E-Sync Networks, Inc. (NASDAQ:
ESNI; www.esyncnetworks.com) and Charles River Consultants (CRC, Inc.;
www.crc.net), today announced that they had executed definitive agreements to
create a new joint venture entity that will expand the menu of services and
capabilities available to both E-Sync's and CRC's customers. The definitive
agreements call for E-Sync to contribute its business and substantially all of
its assets to the newly formed joint venture entity at the closing, and for CRC
to simultaneously contribute business and assets substantially equal in
projected revenues to the newly formed entity. It is anticipated that the joint
venture would commence operations with approximately $16 million in annualized
revenues on a pro forma basis, and would initially be 51% owned by E-Sync.
Closing is subject to financing, approval by E-Sync's stockholders and other
conditions, and is expected to occur in the fourth quarter of 2001. Certain
holders of E-Sync's capital stock, who collectively hold a majority of E-Sync's
securities that will be entitled to vote on the matter, have entered into voting
agreements with CRC to vote in favor of the transaction and reject any competing
transaction, and have granted CRC their irrevocable proxy to vote all of their
shares consistent with those agreements.
As part of the transaction, CRC has also entered into a loan agreement with
E-Sync providing a $2 million loan commitment, of which $1.5 million will be
available at the closing. The loan is secured by the assets of E-Sync. As
further consideration for the loan, E-Sync will issue a warrant to CRC to
purchase up to 10% of E-Sync's capital stock on a fully diluted basis,
determined as of the close of business on the closing date. The exercise price
for the warrants will be at a discount to market.
As part of the transaction, CRC will have an option to purchase up to an
additional 17% interest in the joint venture subsidiary. CRC may not exercise
this option for 18 months, unless E-Sync has defaulted under the terms of the
loan, or has undergone a change of control or bankruptcy. This option will be
exercisable for five years from the closing of the transaction, or if later,
until two years after the loan is repaid in full.
"This agreement brings together two well established technology companies that
provide highly complementary service offerings," said Michael A. Clark,
President and COO of E-Sync. "We believe that customers of both companies can
greatly benefit from this linkage. We are also thrilled that our stockholders
will have an opportunity to participate in the future growth of the combined
business."
"With their combined resources" commented Josh Wurzburger, founder and Chief
Executive Officer of CRC, "our joint venture will be able to provide CRC's and
E-Sync's customers with superior integrated end-to-end solutions on a very
competitive basis. This is truly a win-win opportunity for everyone involved."
Wurzburger added, "Together, we expect that the joint venture will offer our
collective customers significant value-added benefits."
E-Sync Networks and Charles River Consultants Sign Definitive Transaction
Agreements for Formation of Joint Venture
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About E-Sync Networks, Inc.
Headquartered in Trumbull, CT with offices in New York and the U.K., E-Sync
Networks, Inc. (NASDAQ: ESNI) provides an array of e-business infrastructure
products and services, including: B2B integration solutions; IT infrastructure
and network design and implementation; reliable, high-quality messaging; and,
secure, high-performance hosting. E-Sync Networks has an extensive corporate
client base, including Briggs & Stratton, Discover Financial Services, Ford(TM),
IVANS, Johnson & Johnson, Pepsi(TM), Perkin Elmer, Purdue Pharma, Ralston Purina
and Travelers Insurance. The company's largest stockholder is New York-based
venture fund Commercial Electronics Capital Partnership, LP (CECAP). CECAP
(www.cellc.com) is a partner of TRW, Inc. (NYSE: TRW) established solely to
create independent businesses founded on TRW technologies in markets outside of
TRW's strategic interests. More information can be found on the Internet at
www.esyncnetworks.com.
About CRC
Charles River Consultants (www.crc.net), established in 1978, provides system
management and integration services, technical help desk, application
development and integration, and high definition media services to its Fortune
50 clientele in the financial services, communications and entertainment
industries. CRC has 185 employees in its professional services and
infrastructure outsourcing practice in New York City as well as a help desk
facility in St. John's, Newfoundland, and a development center in Bangalore,
India.
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Certain of the above statements contained in this press release contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). Actual results, events, and circumstances
(including future performance, results, and trends) could differ materially from
those set forth in such statements due to various factors, risks, and
uncertainties, including, but not limited to, risks associated with the
Company's future growth and operating results, the uncertainty of market
acceptance of the Company's products, technological change, competitive factors,
and general economic conditions. Except as otherwise required to be disclosed in
periodic reports required to be filed by companies registered under the Exchange
Act by rules of the Securities and Exchange Commission, the Company has no duty
and undertakes no obligation to update such statements.