|By Marketwire .||
|March 6, 2013 08:15 AM EST||
ROLLING MEADOWS, IL -- (Marketwire) -- 03/06/13 -- Quadrant 4 Systems Corporation (OTCQB: QFOR) today announced it has completed the acquisition of assets being sold by three separate technology companies. QFOR acquired assets from Blazerfish LLC, a private company; Teledata Technology Solutions, Inc., a private company; and Momentum Mobility, another private company. Pending audits of the financial information from the sellers, the acquired assets are represented to have generated approximately $25 Million in gross revenue during the past calendar year (2012), and the company estimates that the financial results will be a positive value on earnings before interest, taxes, depreciation and amortization (EBITDA), although the extent of income has not yet been determined. QFOR intends to separately report the financial details in a subsequent current report under form 8-K upon completion of audits and compilation of relevant data.
The total cost of the three acquisitions will be paid over the next 36 months and is approximately $12.2 Million comprised of the following: $1.2 Million paid at closing; $4 Million in seller financing consisting of both short-term and long-term notes; an additional $3 Million in earn-out payments to the sellers, contingent on achieving certain milestones and other performance criteria; assumption of trade and other liabilities up to $1.7 Million and the issuance of 7,000,000 new shares of restricted common stock based on an agreed value of $.33 per share.
Additionally, the company will issue 3,000,000 new shares of restricted common stock based on an agreed value of $.33 per share for $1,000,000 to fund the cash component to close the transaction.
As previously reported, QFOR is continuing to reorganize its business activates into market-segment subsidiaries with its focus on Social Media, Mobility, Analytics and Cloud-based technologies and solutions ("SMAC" solutions). With the acquisition of these new assets that include several proprietary technology platforms, client contracts and employee base, QFOR will continue to offer highly differentiated SMAC solutions aimed at Healthcare, Retail/Logistics and Financial Services vertical industries.
Upon completing integration of these new assets in its operations, the company will have new offices in Southfield, Michigan, Irvine, California, and Walnut Creek, California in addition to its current locations in New Jersey and Illinois. With these acquisitions, the company has expanded its global delivery capabilities to the Ukraine, Belarus and Vietnam and added more capacity to its existing delivery and R & D arrangements in India.
Under the terms of management contracts, management of the assets was assumed as of January 1, 2013.
Dhru Desai, Chairman of the Board and Chief Financial Officer for Quadrant 4, states, "...the technology assets we acquired in these transactions are going to help us bolster our Social media, Mobility, Analytics and Cloud (SMAC) centric solutions set. We are particularly pleased with the addition of several Fortune 500 clients to our already impressive list of existing clients. Additional product technology and geographical presence will help Q4 serve clients more efficiently with industry leading solutions..."
About Quadrant 4 Systems Corporation
Quadrant 4 Systems Corporation delivers end-to-end information technology solutions to its clients through a unique blend of product solutions, consulting, software development & maintenance, cloud-based products and technology from its global delivery centers. The company currently focuses on the Healthcare, Financial Services, IT Consulting, and Retail sectors. The company plans to enhance it positions and technical strength through acquisition of other IT-enabled and managed services sector and cloud-based services through business acquisitions and/or combination opportunities in the near future to further execute its articulated business strategy.
This release contains forward-looking statements which are subject to the inherent uncertainties in predicting future results and conditions. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipate," "expects," "estimates," and similar expressions) should be considered to be forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Exchange Act of 1934, as each is amended, for which the Private Securities Litigation Reform Act of 1995 provides a safe harbor. Certain factors (including but not limited to those risk factors identified from time to time in our filings with the Securities and Exchange Commission as well as changes in economic conditions; outcome of negotiations; changes in the Company's access to necessary capital; outcome of litigation; volatility of capital markets; variability and timing of business opportunities; changes in accounting policies and practices; the effects of internal organizational changes; adverse state and federal regulation and legislation; and the occurrence of extraordinary or catastrophic events and terrorist acts; or other unforeseen changes in circumstances) could cause actual results and conditions to differ materially from those projected in such forward-looking statements. We do not undertake any obligation to release publicly revised or updated forward-looking information, and such information included in this release is based on information currently available and may not be reliable after this date.
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