FOR IMMEDIATE RELEASE
GLOBAL EPOINT ANNOUNCES PROPOSED MERGER
WITH HOMELAND SECURITY COMPANIES
Merger is Part of Series of Transactions Designed to Transform Global ePoint
and Enhance Shareholder Value
SAN MARCOS, California, January 21, 2003 – GLOBAL EPOINT, INC. (Global) (NASDAQ/NMS:
GEPT) today announced that it has signed a letter of intent to acquire 100
percent of the issued and outstanding stock or membership interest, as
applicable, of Sequent Technologies, Inc., Best Logic, Inc., and McDigit, Inc
(the “Companies”).
The letter of intent regarding the proposed merger with the Companies provides
that, if the merger is consummated, the current shareholders and members of the
Companies would receive shares of Global’s common stock. Initially, it is
anticipated that the number of shares to be issued to the shareholders and
members of the Companies would be equal to a percentage ownership of Global of
50.1 percent of the total outstanding shares of Global at time of closing.
However, that percentage may be reduced to approximately 40 percent if certain
performance levels for the Companies are not achieved for the year ended
December 31, 2002. The shareholders and members of the Companies can receive
additional shares of Global’s common stock if they meet certain net income
performance requirements over the next three years.
The merger is subject to a number of other conditions, including the completion
of a definitive agreement, approval by the companies’ respective boards of
directors, and approval by Global’s shareholders. As such, there can be no
assurance that Global will enter into a definitive agreement with the Companies,
or that the merger will be consummated.
“We are excited about the opportunity to merge with Global ePoint,” said Johnny
Pan, President of Best Logic, Inc. and controlling member and a principal
shareholder of the Companies. “The anticipated merger with Global ePoint will
provide additional assets, including management and international relationships,
that can significantly assist in accelerating the growth of the Companies.”
Frederick Sandvick, Global’s Chairman and Chief Executive Officer, commented,
“We are very pleased to have negotiated what we believe will be a very
synergistic merger opportunity for Global. Over the past two years, we have set
forth on a series of actions intended to transform Global and to strategically
move forward with new market opportunities. On June 1, 2001, we sold our core
lottery business in order to provide us the liquidity and up front cash we
required to proceed with our strategic initiatives. The sale of our lottery
business was the first major step in Global’s transformation process and the
entry into a new market opportunity will be our second major step.”
Sandvick noted, “Over the past year and a half, we have been reviewing a number
of merger and acquisition opportunities. Although we were ready to proceed with
another merger last year, that company could not meet certain pre-conditions
necessary to complete the agreement. We are fortunate now to have signed a
letter of intent with another exciting opportunity that involves the combination
of several companies in the ever evolving Homeland security market with
worldwide application. We believe this merger not only provides our shareholders
tremendous upside potential, it provides certain synergistic abilities to assist
Global in maximizing its current asset values. Aside from the over $4 million of
cash and liquid assets, Global has over $3 million in card dispensing equipment,
up to a potential of $15 million in future earn-out payments from the sale of
its lottery business, and rights it has retained to proprietary designs for the
world’s first on-line activated instant lottery ticket. Based on the management
breadth, and on the domestic and international relationships of the proposed
combined companies, we believe that we will be strategically positioned to
pursue the exploitation of our combined target markets.”
About Global ePoint
Global has provided effective technologies for transaction automation since its
formation in 1991. Global pioneered the development of the instant ticket
vending machine for lotteries worldwide and has designed sold, leased and
serviced high-security vending machines both domestically and internationally.
In June 2001, Global sold its assets used in its existing lottery business,
relating to the manufacture, sale, lease, and service of instant lottery ticket
vending machines. Global is now proceeding with plans to enter into new market
opportunities.
About Sequent Technologies, Best Logic and McDigit
Headquartered in the City of Industry, California, Sequent Technologies, Inc.
(Sequent) is a leading provider of mobile visual telecommunication systems using
advanced compression and encryption techniques. These patented systems transmit
video, audio and data streams from anywhere using virtually any data
transmission system and the Internet. Sequent’s ability to network video
surveillance systems and provide secure access via existing Internet, cellular
and computer interfaces can dramatically enhance the potential use of video in
Law Enforcement, Public Safety, Commercial Security, Homeland Defense,
Airport/Airline, and Military applications. For more information on Sequent,
visit its website at
www.sequentusa.com.
Best Logic is a specialized manufacturer of computing solutions for industrial
applications. Best Logic’s primary markets include the electronic security
market and x-ray scanning equipment for the airline industry.
McDigit is a marketing company primarily focused on the distribution, sales and
marketing of Sequent’s and Best Logic’s products in the key security markets.
Any forward-looking statements in this release are made pursuant to the “safe
harbor” provisions of the Private Securities Litigation Act of 1995. Investors
are cautioned that actual results may differ substantially from such
forward-looking statements. Forward-looking statements involve risks and
uncertainties including, but not limited to, the successful completion of the
proposed merger with the Acquired Companies, the successful completion of equity
raises, which may be necessary for Global to implement its plans to develop new
market opportunities, continued acceptance of Global’s products and services in
the marketplace, competitive factors, new products and technological changes,
Global’s successful entry into new markets, Global’s ability to increase its
customer base, as well as general, political and other uncertainties related to
customer purchases and agreements and other risks detailed in Global’s periodic
filings with the Securities and Exchange Commission.
About the Company
The Company has provided effective technologies for transaction automation
since its formation in 1991. The Company pioneered the development of the
instant ticket vending machine for lotteries worldwide and has designed sold,
leased and serviced high-security vending machines both domestically and
internationally. In June 2001, the Company sold its assets used in its existing
lottery business, relating to the manufacture, sale, lease, and service of
instant lottery ticket vending machines. The Company is now proceeding with
plans to enter into new market opportunities. The Company has begun to explore
the development of automated electronic solutions for high-volume, cash-oriented
transactions and is also in the process of reviewing opportunities for on-line
and internet lotteries.
Any forward-looking statements in this release are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Act of 1995. Investors
are cautioned that actual results may differ substantially from such
forward-looking statements. Forward-looking statements involve risks and
uncertainties including, but not limited to, the successful completion of
proposed equity raises, which may be necessary for the Company to implement its
plans to develop new market opportunities, continued acceptance of the Company’s
products and services in the marketplace, competitive factors, new products and
technological changes, the Company’s successful entry into new markets, the
Company’s ability to obtain the rights to on-line and internet lotteries and its
ability to generate income from such operations, dependence upon third-party
vendors, a limited number of customers, political and other uncertainties
related to customer purchases, and other risks detailed in the Company’s
periodic filings with the Securities and Exchange Commission.
For More Information Contact:
Frederick Sandvick, Chief Executive Officer
Global
ePoint,
Inc.
P.O. Box 3888
La Mesa, CA 91944
Tel: (760) 741-7443 ext. 13
FAX: (760) 741-7711
Email: [email protected]