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PFSweb, Inc. (Nasdaq: PFSW), a global provider of
integrated business process outsourcing (BPO) solutions, announced
today that, at a Special Meeting of Stockholders held on January 24,
2006, its stockholders approved the issuance of PFSweb shares in
connection with the previously announced definitive merger agreement
with eCOST.com (Nasdaq: ECST), a leading online discount retailer. The
merger is expected to close by February 1, 2006, subject to certain
additional conditions.
Under the terms of the merger agreement, PFSweb will issue to
eCOST.com shareholders one PFSweb common share for each outstanding
share of eCOST.com in a tax-free, share-for-share transaction where
eCOST.com will become a wholly owned subsidiary of PFSweb. In
connection with the merger, PFSweb stockholders also approved the
proposal to increase the number of authorized shares of PFSweb common
stock from 40 million shares to 75 million shares.
All proposals were approved by more than 92% of the approximately
12 million shares voted. Management would like to send its
appreciation to the numerous shareholders and brokers who provided
their assistance in the voting process. This process underlines the
importance of shareholders casting their votes.
eCOST.com stockholders approved the definitive merger agreement
with PFSweb at a Special Meeting of Stockholders held yesterday,
January 23, 2006. Following the closing of the merger, shares of
eCOST.com common stock will no longer be listed on Nasdaq.
About PFSweb, Inc.
PFSweb develops and deploys integrated business infrastructure
solutions and fulfillment services for Fortune 1000, Global 2000 and
brand name companies, including third party logistics, call center
support and e-commerce services. The company serves a multitude of
industries and company types, including such clients as Adaptec
(Nasdaq:ADPT), CHiA'SSO, FLAVIA(R) Beverage Systems, Hewlett-Packard
(NYSE:HPQ), International Business Machines (NYSE:IBM), Nokia
(NYSE:NOK), Pfizer, Inc. (NYSE:PFE), Raytheon Aircraft Company, Rene
Furterer USA, Roots, Inc., Smithsonian Institution and Xerox
(NYSE:XRX).
To find out more about PFSweb, Inc. (NASDAQ: PFSW), visit our
website at www.pfsweb.com.
The matters discussed herein and, in particular, information
regarding the merger, consist of forward-looking information under the
Private Securities Litigation Reform Act of 1995 and is subject to and
involve risks and uncertainties, which could cause actual results to
differ materially from the forward-looking information. PFSweb has
recently filed a Registration Statement on Form S-4 which identifies
certain factors that could cause actual results to differ materially
from those projected in any forward looking statements made and
investors are advised to review the Registration Statement and the
Risk Factors described therein. Neither PFSweb nor eCOST undertakes
any obligation to update publicly any forward-looking statement for
any reason, even if new information becomes available or other events
occur in the future. There may be additional risks that we do not
currently view as material or that are not presently known.