Published: January 19, 2007
Internet Commerce Corporation Proposes to Acquire Easylink Services Corporation
Transaction Valued at $60 Million in Stock and/or Cash

Internet Commerce Corporation (ICC) (NASDAQ: ICCA), a leader in business-to-business e-commerce solutions, today
confirmed that it has sent a letter to Easylink Services Corporation
(Easylink) (NASDAQ: EASY) proposing to acquire all of the outstanding Class
A common stock of Easylink for $5.00 per share in ICC stock and/or cash.
Based on Easylink's closing share price on Wednesday, January 17, 2007,
ICC's proposal represents a premium of approximately 47%. It also
represents a substantial premium of approximately 78% over Easylink's
average closing price for the past 30 days. In addition, Easylink has total
debt of approximately $5 million, making the total value of the transaction
approximately $60 million.
The following is the full text of the January 18, 2007 letter from Thomas
J. Stallings, Chief Executive Officer of ICC, to Thomas F. Murawski,
Chairman, President and Chief Executive Officer of Easylink:
Mr. Thomas F. Murawski
Chairman, President & Chief Executive Officer
Easylink Service Corporation
33 Knightsbridge Road
Piscataway, NJ 08854
Mr. Murawski:
Since our original offer to the Board of Directors of Easylink Services
Corporation ("Easylink") on October 13, 2006, we have waited patiently to
enter into serious negotiations with you and your management team. The
combination of our businesses is compelling and would provide substantial
benefits to both companies' shareholders. While our goal remains to work
together with Easylink to achieve a negotiated transaction, the lack of
progress toward substantive discussions is frustrating.
When we had our only meeting with representatives of your Board on November
17, 2006, we showed how our management team transformed Internet Commerce
Corporation ("ICC") into a profitable and growing company from its
low-point after the market downturn in 2002. By applying our management
philosophy to a combination of Easylink and ICC, we believe we will be able
to generate significant revenue and operating synergies for the combined
company in an approximately $95 million business that is not only
profitable, but will generate cash in excess of $10 million annually. More
importantly, the combined company will have a real market presence, will
allow us to provide a broader suite of services to all of our customers and
will provide a better long-term reward to our combined shareholders.
We now propose to acquire all of the outstanding shares of Easylink for
$5.00 per share, which represents a premium of approximately 78% over the
30-day average closing price of Easylink's shares and a 47% premium to the
most recent closing price on January 17, 2007. Your shareholders would have
the option of receiving $5.00 in shares of ICC's Class A common stock
(valued at the closing price as of January 17, 2006 of $3.30 per share),
cash or a combination of stock and cash. The maximum cash paid will be
$13.75 million, and in the event Easylink shareholders elect to receive
cash above that limit, the cash will be allocated pro rata and shares
issued for the balance. We are in the process of obtaining the cash portion
of our proposal. We plan on structuring the stock portion of the
transaction as a tax-free merger.
Our proposal, which is subject to change, is based on the publicly
available information regarding Easylink, and is therefore subject to
satisfactory completion of due diligence. Our proposal is also conditioned
on negotiation of a mutually acceptable merger agreement. Shortly after
completion of the due diligence review we expect to be able to enter into
this negotiated agreement and believe that the proposed transaction should
close in the second quarter of calendar 2007.
This matter has our highest priority and we are committed to working with
you to achieve a successful transaction. ICC is ready to invest significant
time and resources in this process, to act swiftly and to proceed with the
steps necessary to complete the transaction.
We request a response to this letter by 5:00 p.m. Eastern Time on Tuesday,
January 23, 2007. At that time we would expect to enter into a 30-day
period of exclusivity to complete our due diligence and prepare a
definitive agreement. Otherwise our proposal will expire at that time. We
look forward to hearing from you. Please contact me at your earliest
convenience.
Sincerely,
Thomas J. Stallings
Chief Executive Officer
Internet Commerce Corporation
Oppenheimer & Co. Inc. is serving as financial advisor to ICC, and Morris,
Manning & Martin, LLP is serving as legal counsel.
About Internet Commerce Corporation (ICC)
Internet Commerce Corporation, headquartered in Norcross, Georgia, is a
leader in providing business-to-business e-commerce solutions. Thousands of
customers rely on ICC's comprehensive line of solutions, in-depth
expertise, and unmatched customer service to help balance cost, fit, and
function required to meet unique requirements for trading partner
compliance, coordination, and collaboration. With its software solutions,
network services, hosted web applications, managed services, and consulting
services, ICC is the trusted provider of e-commerce solutions for
businesses, regardless of size and level of technical sophistication, to
connect them with their trading communities. For more information, visit
www.icc.net.
Forward-Looking and Cautionary Statements
Except for the historical information and discussion contained herein,
statements contained in this release may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform
Act of 1995. These statements involve a number of risks, uncertainties and
other factors that could cause actual results to differ materially, as
discussed in ICC's filings with the United State Securities and Exchange
Commission (the "SEC").
Important Information
The information concerning Easylink contained in this news release has been
taken from, or is based upon, publicly available information. Although ICC
does not have any information that would indicate that any information
contained in this news release that has been taken from such documents is
inaccurate or incomplete, ICC does not take any responsibility for the
accuracy or completeness of such information. To date, ICC has not had
access to the books and records of Easylink.
Investors and security holders are urged to read the disclosure documents
regarding the proposed business combination transaction referenced above
when and if they become available, because they will contain important
information. The disclosure documents will be filed with the SEC by ICC.
Investors and security holders may obtain free copies of the disclosure
documents (when and if they are available) and other documents filed by ICC
with the SEC at the SEC's web site at www.sec.gov. The disclosure documents
and such other documents may also be obtained for free from ICC by
directing a request to Terri Deuel at 678-533-8003.
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