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September 18, 2001 — (WEB HOST INDUSTRY REVIEW) — 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.
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Under terms of the letter of intent, SpaceLogix is to extend to Vizacom a
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series of secured bridge loans for a total of $650,000, and in connection
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therewith will receive 400,000 shares of Vizacom common stock. Upon the
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closing of a definitive acquisition-merger agreement, Vizacom will issue to
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SpaceLogix’s stockholders approximately 2.15 million shares of Vizacom’s
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common stock and warrants to purchase 400,000 shares of Vizacom common stock
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at an exercise price equal to 110% of the market price. SpaceLogix is to
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place 750,000 of the shares it is to receive in escrow, to be released upon
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completion of a private placement to accredited investors that raises no
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less than aggregate net proceeds of $1 million for Vizacom within 120 days
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of execution of the merger. Trautman Wasserman & company, Inc. is to act as
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the placement agent for the private placement. Additionally, upon completion
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of the acquisition, SpaceLogix will have the right to appoint one director
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to Vizacom’s board of Directors.
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Vincent DiSpigno, Vizacom’s president, said that “SpaceLogix’s co-location
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and network services businesses are expected to complement and strengthen
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our comprehensive data center and professional services businesses, further
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developing our presence in these markets and facilitating the accomplishment
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of our goal of generating a higher percentage of our revenues from higher
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margin services business. We also believe that SpaceLogix’s key employees
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provide us with the resources to help manage our growth in these areas.
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Despite the recent economic and credit difficulties we have faced, with the
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addition of SpaceLogix to our business, we now expect to reach cash flow
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positive operations by the second quarter of 2002.”
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According to Wayne Allen, president of SpaceLogix, “We have aggressively
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studied the co-location and managed network services space over the past
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year, developed a compelling business strategy and service offerings and
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assembled a strong and experienced senior management team. We believe that
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the combination of SpaceLogix’s strong co-location capabilities and
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excellent managed service product range and technical support with Vizacom’s
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established data center and professional service capabilities, will provide
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current and future customers with a full range of seamless capabilities
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ranging from a robust hardware installation capability to custom-managed
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co-location solutions and highly experienced professional and managed
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services. We expect that this unique breadth of capabilities will enable us
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to exploit this exciting marketplace more rapidly and profitably than either
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company could have done independently.”
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Vizacom’s board of directors intends to seek the approval of Vizacom’s
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stockholders to approve the acquisition of SpaceLogix at a special meeting
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of stockholders, which is to be held in November 2001. Consummation of the
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merger is conditional on, among other things Vizacom’s ability to
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restructure or satisfy approximately $1 million of its current liabilities.
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Vizacom and SpaceLogix believe they will meet all conditions to the planned
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definitive merger agreement. Vizacom and SpaceLogix expect to close the
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transaction within the next eight to twelve weeks.
