Herndon, VA and Oslo, Norway, November 15, 2016
Apptix ASA, today announced it has sold Apptix, Inc.
(the "Company"), its US-based subsidiary and operations
to Fusion Telecommunications International Inc.
("Fusion") (NASDAQ: FSNN), a leading cloud services
provider delivering an integrated suite of advanced
cloud communications, cloud connectivity, and cloud
computing solutions to business customers nationwide.
The transaction was valued at USD 28.0 million in cash
and equity paid at closing, less net debt obligations,
transaction fees and expenses.
Sale of US Operations
On November 14, 2016 Apptix ASA signed and closed a
Stock Purchase Agreement ("SPA") with Fusion for the
sale of the Company, its only subsidiary and business
operations.
Fusion is a leading provider of integrated cloud
solutions to small, medium and large businesses.
Fusion's advanced, proprietary service platform enables
the integration of leading edge solutions in the cloud,
including cloud voice and unified communications,
contact center, cloud connectivity, cloud computing and
additional cloud services such as storage and security.
Fusion is listed on the NASDAQ Capital Market under
ticker FSNN. The Company will be a wholly-owned
subsidiary of Fusion and will be a major component of
Fusion's cloud-based Business Services division.
The Apptix/Fusion combination creates a business with
about USD 145 million in annual revenues, substantial
synergies in the form of cost savings, operational
strength and diversified customer base, of which Apptix
ASA shareholders will control 16.6% post transaction.
"With the numerous initiatives we have undertaken since
2014 and culminating with the Fusion transaction, we
believe we have provided our shareholders with the best
possible cash outcome along with an additional
opportunity to participate in the future growth of
Fusion with equity participation. We have great
confidence in Fusion's strategy and its ability to
create significant value. Importantly, the two companies
share a common vision and culture which provides a great
foundation for the integration of our teams," commented
Johan Lindqvist, Chairman of Apptix ASA.
Matthew Rosen, Fusion's Chief Executive Officer,
said, "We are thrilled to announce our acquisition of
Apptix, which continues Fusion's previously announced
strategy to build a market leading portfolio of
integrated cloud service offerings and to achieve
greater scale through disciplined, targeted
acquisitions. The addition of Apptix deepens Fusion's
comprehensive service portfolio with a focus on
extending these services to the desktop and IT
infrastructure of our customers. I am especially pleased
to further grow our team of seasoned, highly trained
cloud technology professionals.
"We have gotten to know the Apptix team well over the
past several months and have been tremendously impressed
with the company's business, its customer base, its
cloud computing infrastructure, and its engineering and
development capabilities. We firmly believe Apptix is a
great strategic fit for Fusion and are excited about our
company's next chapter of growth," Mr. Rosen concluded.
Apptix ASA was paid USD 23.0 million in cash at closing
(before any transaction related expenses). Apptix ASA
also received a total of 2,997,926 shares of Fusion
common stock representing 19.9% of the outstanding
Fusion common stock immediately prior to closing and
16.6% immediately following the close. Based on the
weighted average stock price of the Fusion shares over
the past 180 days, the aggregate equity consideration
was valued at USD 5.0 million. The transaction was
structured as a "debt-free, cash-free" deal whereby
Apptix ASA retained the cash balances of the Company at
closing of approximately USD 3.7 million. Apptix ASA
was also required to satisfy any of the Company's
outstanding funded debt obligations at closing which
totaled approximately USD 7.1 million. Additionally,
Apptix ASA incurred approximately USD 2.3 million in
transaction related fees and expenses in connection with
the transaction. There was no escrow adjustment pursuant
to the transaction and all indemnifications along with
representations & warranties expired with the closing.
Apptix ASA will be receiving approximately USD 17.3
million in net cash proceeds or approximately NOK 1.80
per share. It is the Board of Directors' intention to
distribute NOK 1.65 per share as a dividend in December
2016.
Of the total equity received by Apptix ASA, 50% of the
shares, or 1,498,963 shares, were transferred to Apptix
ASA at closing with the remaining 50%, or 1,498,963
shares, being transferred to Apptix ASA upon the receipt
of two state public utility regulatory commission
approvals which are expected within the next 120 days.
The Fusion shares received by Apptix ASA will be subject
to Regulation 144 of the United States Securities Act of
1934 restricting the sale of the Fusion stock for up to
12 months following the closing date. Fusion has agreed
to file a registration statement with the US Securities
and Exchange Commission within 12 months of closing,
making the shares freely tradable on the NASDAQ
exchange. During this period of time, the shares will be
held and owned by Apptix ASA.
The Company's President and Chief Operating Officer will
not remain with the Company post-transaction.
Pacific Crest Securities, a division of KeyBanc Capital
Markets, represented Apptix ASA and the Company in this
transaction.
Forward Looking Statements
Matters discussed in this announcement may constitute
forward-looking statements. Forward-looking statements
are statements that are not historical facts and may be
identified by words such
as «believe», «expect», «anticipate», «strategy», «intend
s», «estimate», «will», «may», «continue», «should» and
similar expressions. The forward-looking statements in
this release are based upon various assumptions, many of
which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions
were, or are, as the case may be, reasonable when made,
these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies
and other important factors which are difficult or
impossible to predict and are beyond the control of the
Company or may be erroneous or turn out to be erroneous
for other reasons. Actual events may differ
significantly from any anticipated development due to a
number of factors, including without limitation, changes
in public sector investment levels, changes in the
general economic, political and market conditions in the
United States and other world markets, the Company's
ability to attract, retain and motivate qualified
personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic
investments, and changes in laws and regulation and the
potential impact of legal proceedings and actions. Such
risks, uncertainties, contingencies and other important
factors could cause actual events to differ materially
from the expectations expressed or implied in this
release by such forward-looking statements.
The information, opinions and forward-looking statements
contained in this announcement speak only as at its
date, and are subject to change without notice. The
Company does not undertake any obligation to review,
update, confirm, or to release publicly any revisions to
any forward-looking statements to reflect events that
occur or circumstances that arise in relation to the
content of this announcement. You should not place
reliance on the forward-looking statements in this
document.
About Apptix
Immediately prior to the aforementioned transaction,
Apptix ASA (OSE: APP) was the premier provider of
managed and hosted business communication,
collaboration, compliance & security, and infrastructure
solutions to mid-market and enterprise customers and
blue chip channel partners. Apptix was a cloud services
pioneer and had almost 400,000 users under contract
around the world. Apptix's comprehensive portfolio of
cloud solutions included Microsoft Azure, Microsoft
Office 365, Microsoft Exchange, Microsoft SharePoint,
Microsoft Lync, VoIP, Servers on Demand, Enterprise
Backup, Disaster Recovery, File Sync & Share, and
Virtual Desktops. Apptix services were delivered over a
highly reliable network leveraging best-in-class
technology, housed in SSAE 16-compliant data centers,
and backed by US-based 24/7 support. For more
information, visit www.apptix.com.
For further information:
Johan Lindqvist (Chairman)
johan.lindqvist@windchange.se
+46 733 55 09 35
Christopher E. Mack (President & COO)
chris.mack@apptix.com
+1 703 890 2800
