In a significant corporate development, DecisionPoint Systems, Inc., a company specializing in computer programming and data processing services, has officially become a wholly owned subsidiary of Barcoding Derby Buyer, Inc. This change follows the completion of a merger with Derby Merger Sub, Inc., as detailed in an 8-K filing with the Securities and Exchange Commission dated today, July 5, 2024.
The merger agreement, initially announced on April 30, 2024, has culminated in the acquisition of all outstanding shares of DecisionPoint Systems. Shareholders will receive $10.22 in cash for each share they owned, excluding shares held by DecisionPoint Systems, Barcoding Derby Buyer, its subsidiary MergerCo, or any shares for which appraisal rights were duly claimed.
As a result of the merger, DecisionPoint Systems' common stock, previously traded under the ticker DPSI on the NYSE American, has been delisted and trading was suspended prior to market opening today.
The company has also informed the NYSE American of its intent to file a Form 25 to officially delist and deregister its common stock under Section 12(b) of the Securities Exchange Act of 1934. Subsequently, DecisionPoint Systems plans to submit a Form 15 to the SEC to suspend its reporting obligations.
In conjunction with the merger, all existing debt under a loan agreement with MUFG Union Bank, National Association, dated July 30, 2021, has been repaid in full, and related commitments, liens, and guarantees have been terminated.
Furthermore, the completion of the merger has led to a reshuffling of the company's board of directors. All directors serving prior to the merger have resigned, with Robert Newbold, Micheal Stewart, and Steve Smith appointed as new directors.
The merger has also prompted amendments to the company's certificate of incorporation and bylaws, with the details of these changes included in the exhibits attached to the 8-K filing.
This transaction marks a significant shift for DecisionPoint Systems as it transitions from a public entity to a private company under the control of Barcoding Derby Buyer, Inc.
This article is based on a press release statement and the information provided is in accordance with the SEC filing.
In other recent news, DecisionPoint Systems, Inc. is moving closer to finalizing its merger with Barcoding Derby Buyer, Inc. and Derby Merger Sub, Inc., following the approval of the proposal by its stockholders. This development is a significant step towards the merger's completion, which was initially agreed upon in April 2024.
In addition to this, DecisionPoint Systems reported record-breaking revenue in 2023, with a 25% increase in the fourth quarter, resulting in $31 million, and a full-year revenue rise of 19% to $116 million.
These recent developments also include an adjusted EBITDA growth of 13% to $8.9 million, largely due to the company's strategic shift towards a higher-margin services strategy. Furthermore, DecisionPoint has announced a definitive agreement to merge with an affiliate of Barcoding Holdings, a portfolio company of Graham Partners. The merger, expected to close in July 2024, marks a significant milestone after seven years of restructuring and growth.
Following the merger, DecisionPoint will continue to operate under its current name and brand but will transition to a privately held entity, no longer being publicly traded. These updates are based on recent press releases and involve certain risks and uncertainties, with the completion of the merger subject to various conditions and approvals.
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