Anonymous (not verified) - September 07th, 2000
FOCUS Enhancements, Inc. (NASDAQ: FCSE - news) announced that the Company has entered into a definitive agreement to merge with Videonics, Inc. (NASDAQ: VDNX - news). The agreement provides for each share of Videonics common stock to be converted into 0.87 shares of FOCUS Enhancements common stock. Completion of the merger requires, among other things, the approval of the stockholders of Videonics and FOCUS. The merger is expected to be completed in December of this year.
Upon completion of the merger, each share of Videonics common stock would be exchanged for .87 shares of FOCUS common stock. Based on pro forma shares outstanding at June 30, 2000, the existing FOCUS stockholders would own 83.7% of the combined company and the existing Videonics stockholders would own 16.3%. In addition, Videonics option holders will exchange their options for options in FOCUS pursuant to the same exchange ratio. The combined entity had total revenues of over $28 million for the twelve months ended June 30, 2000, on a pro forma basis. The merger is expected to be accounted for as a purchase and FOCUS expects a non-recurring restructuring charge to be taken in connection with the merger.
Upon completing the merger, Michael D'Addio, Videonics Chairman & Chief Executive Officer, will become President, Chief Executive Officer, and a Director of FOCUS Enhancements. Gary Williams, Videonics Chief Financial Officer, will become FOCUS Enhancements Chief Financial Officer. Thomas Massie, FOCUS' Chairman of the Board, will remain in that position. Brett Moyer, FOCUS' Executive Vice President and Chief Operating Officer, will also remain in that position. The Board of Directors after the transaction will initially consist of seven members, three from Videonics and four from FOCUS.