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EX-10.2 - VOTING AND SUPPORT AGREEMENT - Crexendo, Inc. | cxdo_ex102.htm |
EX-10.1 - VOTING AND SUPPORT AGREEMENT - Crexendo, Inc. | cxdo_ex101.htm |
EX-2.1 - AGREEMENT AND PLAN OF MERGER AND REORGANIZATION - Crexendo, Inc. | cxdo_ex21.htm |
8-K - CURRENT REPORT - Crexendo, Inc. | cxdo_8k.htm |
Exhibit 99.1
Crexendo Enters into Definitive Agreement to Acquire
NetSapiens
PHOENIX,
AZ / ACCESSWIRE / March 8, 2021 / Crexendo, Inc. (NASDAQ:CXDO)
an
award-winning premier provider of cloud communications, UCaaS
(Unified Communications as a Service), call center, collaboration
services, and other cloud business services that are designed to
provide enterprise-class cloud services to any size business at
affordable monthly rates, today announced that it had
entered into a definitive agreement to acquire NetSapiens,
Inc.
NetSapiens
is an award-winning, patented cloud-native communications platform
delivered via a high availability, multi-tenant solution that can
be consumed however the service providers prefer, in their cloud or
the NetSapiens cloud, on a subscription or a purchase model. They
currently support over 1.7 million users on their platform through
a community of partners
Pursuant
to the agreement, Crexendo will acquire NetSapiens through a merger
for approximately Fifty Million Dollars, consisting of $10 Million
in cash and the remainder in stock consideration (which will
include both shares of common stock and stock options), Crexendo
will be issuing approximately 6,462,036 total shares and
options.
The
transaction will be subject to approval by both Crexendo and
NetSapiens shareholders. Crexendo will be issuing a proxy which
will include a definitive proxy statement relating to a merger or
acquisition. Crexendo will then be holding a meeting of
shareholders expected to be in April or May 2021 with closing
expected to occur shortly thereafter.
Steven
G. Mihaylo, Chief Executive Officer commented "This is an important
and transformational step for Crexendo. This is our first material
accretive acquisition, and I could not be more pleased with the
synergies between our companies. Crexendo with this step is enabled
to become a dominant supplier with a rapidly growing global
platform supporting over 1.7M users. This is our first major step
in accelerating our growth and expanding our footprint. This
accretive and synergistic acquisition is a win for both companies.
Crexendo will be able to increase its offerings and size using the
NetSapiens technology and will further benefit from a wealth of
additional engineering, sales, and marketing talent. The NetSapiens
team will benefit from the Crexendo resources and public company
cache to continue their growth and enhance their offering
portfolio. I could not be more excited about this acquisition, the
benefits for both companies and our future. We believe that this
transaction is going to substantially increase shareholder value. I
look forward to welcoming Anand and his team, and I know we will
make a winning combination.”
Doug
Gaylor, President and Chief Operating Officer, stated, "I am very
excited about our merger with NetSapiens and what this means for
the combined company. Our senior management teams have been working
together for some time and we have developed a superb working
relationship and friendships. We have all come to believe that the
combination of these two excellent companies will be a benefit for
all customers, employees and most particularly Crexendo
shareholders. The combined company will open up opportunities to
provide excellence to our customers and to accelerate our
growth.”
Anand
Buch, co-founder and CEO of NetSapiens stated “Today’s
announcement is an exciting milestone for NetSapiens and an
important step in accelerating our growth. I share Doug’s
sentiment that our teams will work closely together to provide
substantial value to our partner community, our customers and
Crexendo shareholders. This agreement with Crexendo is a testament
to the value NetSapiens has created and the reputation our team has
built. This partnership with Crexendo, will enable us to move
faster, be more agile, accelerate our strategic vision and
ultimately deliver deeper more powerful solutions that help our
service provider community thrive.”
Colliers
Securities LLC is serving as the exclusive financial advisor to
Crexendo in the transaction.
About Crexendo
Crexendo,
Inc. is an award-winning premier provider of UCaaS (Unified
Communications as a Service), call center, collaboration services,
and other cloud business services that are designed to provide
enterprise-class cloud services to any size business at affordable
monthly rates.
About NetSapiens
NetSapiens, Inc. provides a comprehensive
suite of unified communications (UC), video conferencing,
Collaboration & contact center solutions to over 190+ service
providers , servicing over 1.7M users around the globe.
Our
platform enables our service provider partners to custom-package
with unprecedented levels of flexibility, profitability, and ease
of use.
Forward Looking Statement/Safe Harbor
This
press release contains forward-looking statements. The Private
Securities Litigation Reform Act of 1995 provides a "safe harbor"
for such forward-looking statements. The words "believe," "expect,"
"anticipate," "estimate," "will" and other similar statements of
expectation identify forward-looking statements. Specific
forward-looking statements in this press release include
information about Crexendo (i) believing the transaction is an
important and transformational step; (ii) being pleased with the
synergies between the companies; (iii) becoming a dominant supplier
with a rapidly growing global platform supporting over 1.7M users;
(iv) having this as its first major step in accelerating its growth
and expanding its footprint; (v) believing this is an accretive and
synergistic acquisition and being a win for both companies; (vi)
being able to increase its offerings and size using the NetSapiens
technology and benefiting from additional engineering, sales, and
marketing talent; (vii) NetSapiens benefiting from the Crexendo
resources and public company cache to continue their growth and
enhance their offering portfolio; (viii) being excited about this
acquisition and the future for both companies; (ix) believing that
this transaction is going to substantially increase shareholder
value; (x) looking forward to welcoming Anand and his team which
will be a winning combination; (xi) being excited about the merger
with NetSapiens and what this means for the combined company; (xii)
believing that the combination of these two excellent companies
will be a benefit for all customers, employees and Crexendo
shareholders; (xiii) believing the combined company will open up
opportunities to provide excellence to its customers and to
accelerate its growth; (xiv) believing this is a very important
step in accelerating the NetSapiens growth; (xv) believing that
that the teams will work closely together to provide substantial
value to customers and shareholders; (xvi) the agreement is a
testament to the value NetSapiens has created and the reputation it
has built.
For a
more detailed discussion of risk factors that may affect Crexendo's
operations and results, please refer to the company's Form 10-K for
the year ended December 31, 2019, Form 10-K for the fiscal year
ended December 31, 2020 (when filed) the SEC Form 8K when filed
with the SEC. These forward-looking statements speak only as of the
date on which such statements are made, and the company undertakes
no obligation to update such forward-looking statements, except as
required by law.
Additional Information and Where to Find It
In
connection with the proposed Transactions, Crexendo plans to file
relevant materials with the Securities and Exchange Commission (the
“SEC”), including a proxy statement on Schedule 14A.
Promptly after filing its definitive proxy statement with the SEC,
the company will mail the definitive proxy statement to each
shareholder entitled to vote at the stockholder meeting relating to
the Transactions. INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY
READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND
ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS
THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTIONS AND THE PARTIES TO THE TRANSACTION. The definitive
proxy statement, the preliminary proxy statement, and other
relevant materials in connection with the Transactions (when they
become available) and any other documents filed by the company with
the SEC may be obtained free of charge at the SEC’s website
(www.sec.gov).
Participants in the Solicitation
Crexendo
and its directors, executive officers, other members of management,
and employees, under SEC rules, may be deemed to be participants in
the solicitation of proxies of the company’s stockholders in
connection with the Mergers and the related transactions. Investors
and security holders may obtain more detailed information regarding
the names and interests in the proposed transactions of the
company’s directors and officers, including a description of
their direct interests, by security holdings or otherwise, in the
company’s filings with the SEC, including the proxy statement
to be filed with the SEC.
CONTACT:
Crexendo,
Inc.
Doug
Gaylor
President
and Chief Operating Officer
602-732-7990
dgaylor@crexendo.com
SOURCE:
Crexendo, Inc.