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Rubrik: World-wide News/Products & News VASCO:
Agreement With Ubizen N.V. to Redeem Ubizen's 15 Million Dollar Investment
in VASCO for 4 Million Dollar in Cash and 2 Million Shares of VASCO Common
Stock (24.07.03)
- VASCO (Nasdaq SC: VDSI) announced that it and Ubizen N.V. had signed a
definitive agreement whereby VASCO would purchase and redeem all of the VASCO
Series C Convertible Preferred Stock and Common Stock Purchase Warrants owned
by Ubizen. Under the terms of the Agreement, VASCO will pay Ubizen 4 million
Dollar in cash and issue 2 million shares of VASCO Common Stock.
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Under the
terms of the Purchase Agreement, VASCO will pay Ubizen 3 million Dollar and
issue 2 million shares of VASCO Common Stock on or before July 25, 2003.
VASCO will pay Ubizen an additional one million Dollar on or before November
14, 2003. The Common Stock issued by VASCO will be subject to a lock-up
period wherein the lock-up will expire in increments of 500,000 shares each
on October 15, 2003, January 15, 2004, April 15, 2004, and July 15, 2004.
Once the lock-up expires, the shares will be subject to volume trading
restrictions through January 1, 2005. The Series
C Convertible Preferred Stock along with warrants to purchase 1,269,474
shares of VASCO common stock were originally sold to Ubizen for USD 15
million in July 2000. The
Preferred Stock was subject to a mandatory redemption feature that would have
been effective in July 2004. At the mandatory conversion date, VASCO was
obligated to either redeem the Preferred Stock for USD 15 million in cash or
issue an equivalent value in VASCO Common Stock at a per share price that was
calculated to be equal to the average trading price of VASCO's Common Stock
for the 30 trading dates prior to the redemption date less five (5) percent. "After
obtaining a positive cash flow, profitability and the sale of VACMAN
Enterprise, this agreement is another important objective that VASCO's
management team has attained in order to move the company forward."
stated T. Kendall Hunt, Chairman and CEO. "It has become apparent that the market, our
customers, and financing sources were all concerned about the dilution that
may have resulted if the Preferred Stock reached the mandatory conversion
date. With this Agreement in
place, VASCO can now work more effectively with all parties. We are very glad
that, after having proven to the market to be a profitable company by
announcing two strong quarters, we were able to reach this agreement on
positive terms. While we still
have some work to do to finalize other financing arrangements, those
arrangements will be easier to address with the issue of the mandatory
conversion behind us." (ma) VASCO Contact:
Jochem Binst Tel.
(0032-2) 4569810, Fax (0032-2) 4569820 E-Mail: jbinst@vasco.com Web: www.vasco.com Ubizen Contact:
Stijn Bijnens, CEO Tel. (0032-16) 287 000 Web: www.ubizen.com |
