Sep 18, 2001 : Vizacom to Acquire SpaceLogix

📅 September 18, 2001 - Vizacom Inc. (vizacom.com), a provider of professional Internet and technology solutions, yesterday announced it has signed a non-binding letter-of-intent to acquire SpaceLogix, Inc., a privately held company specializing in co-location, hosting and network management solutions.

Under terms of the letter of intent, SpaceLogix is to extend to Vizacom aseries of secured bridge loans for a total of $650,000, and in connectiontherewith will receive 400,000 shares of Vizacom common stock. Upon theclosing of a definitive acquisition-merger agreement, Vizacom will issue toSpaceLogix's stockholders approximately 2.15 million shares of Vizacom'scommon stock and warrants to purchase 400,000 shares of Vizacom common stockat an exercise price equal to 110% of the market price. SpaceLogix is toplace 750,000 of the shares it is to receive in escrow, to be released uponcompletion of a private placement to accredited investors that raises noless than aggregate net proceeds of $1 million for Vizacom within 120 daysof execution of the merger. Trautman Wasserman & company, Inc. is to act asthe placement agent for the private placement. Additionally, upon completionof the acquisition, SpaceLogix will have the right to appoint one directorto Vizacom's board of Directors.
Vincent DiSpigno, Vizacom's president, said that "SpaceLogix's co-locationand network services businesses are expected to complement and strengthenour comprehensive data center and professional services businesses, furtherdeveloping our presence in these markets and facilitating the accomplishmentof our goal of generating a higher percentage of our revenues from highermargin services business. We also believe that SpaceLogix's key employeesprovide us with the resources to help manage our growth in these areas.Despite the recent economic and credit difficulties we have faced, with theaddition of SpaceLogix to our business, we now expect to reach cash flowpositive operations by the second quarter of 2002."
According to Wayne Allen, president of SpaceLogix, "We have aggressivelystudied the co-location and managed network services space over the pastyear, developed a compelling business strategy and service offerings andassembled a strong and experienced senior management team. We believe thatthe combination of SpaceLogix's strong co-location capabilities andexcellent managed service product range and technical support with Vizacom'sestablished data center and professional service capabilities, will providecurrent and future customers with a full range of seamless capabilitiesranging from a robust hardware installation capability to custom-managedco-location solutions and highly experienced professional and managedservices. We expect that this unique breadth of capabilities will enable usto exploit this exciting marketplace more rapidly and profitably than eithercompany could have done independently."
Vizacom's board of directors intends to seek the approval of Vizacom'sstockholders to approve the acquisition of SpaceLogix at a special meetingof stockholders, which is to be held in November 2001. Consummation of themerger is conditional on, among other things Vizacom's ability torestructure or satisfy approximately $1 million of its current liabilities.Vizacom and SpaceLogix believe they will meet all conditions to the planneddefinitive merger agreement. Vizacom and SpaceLogix expect to close thetransaction within the next eight to twelve weeks.