Ecost.Com (NASDAQ:ECST)
Historical Stock Chart
From Feb 2020 to Feb 2025
![Click Here for more Ecost.Com Charts. Click Here for more Ecost.Com Charts.](/p.php?pid=staticchart&s=N%5EECST&p=8&t=15)
Combined Revenue for Trailing Twelve Months Ended September 30,
2005 Totals $528 Million
PFSweb, Inc. (Nasdaq: PFSW), a global provider of integrated
business process outsourcing (BPO) solutions, and eCOST.com (Nasdaq:
ECST), a leading online discount retailer, announced today they have
entered into a non-binding Letter Of Intent (LOI) for the merger of
PFSweb and eCOST.com.
Under the terms of the proposed merger, 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. As a
result, eCOST.com will become a wholly owned subsidiary of PFSweb. For
the trailing twelve months ended September 30, 2005, eCOST.com
reported revenue of $192.4 million. PFSweb and eCOST.com's combined
revenue for the trailing twelve months ended September 30, 2005 is
$528 million. The transaction is subject to due diligence, the
execution of a definitive agreement, the approval of the respective
Boards of Directors and shareholders of each company and other
customary conditions.
PFSweb, known as "the brand behind the brand," currently
warehouses, manages and fulfills more than $1.6 billion annually in
merchandise and transactions for its clients from distribution
facilities located worldwide. eCOST.com is a multi-category online
discount retailer of new, closeout and refurbished products, offering
more than 100,000 brand-name products including computer hardware and
software, home electronics, digital imaging, jewelry, housewares,
DVDs, video games, and more, from leading manufacturers such as Apple,
Canon, Sony, HP, Nikon, Onkyo, and Toshiba. eCOST.com markets to both
consumer and business customers through its Every Day Low Price
platform and proprietary Bargain Countdown platform.
Mark Layton, CEO of PFSweb, said, "The proposed merger with eCOST
is incredibly exciting for both companies. We believe eCOST's access
to PFSweb's solid financial platform and world-class technology,
distribution and customer service capabilities provides eCOST with an
opportunity to reduce costs, streamline operations and increase
revenue in the high growth online retail industry segment, including
access to international markets in Canada and Europe. The combination
of eCOST's 1.3 million total customers, broad product offering,
merchandising and direct marketing expertise with PFSweb's advanced
distribution and fulfillment engine and IT capabilities will bring
together the core strengths of both organizations."
According to Jupiter Research, "in 2005, online retail sales are
estimated to reach $79 billion, a 20% increase over 2004 and retail
spending is forecasted to grow at a double-digit compound annual
growth rate of 15 percent through 2009 when it is expected to reach
$130 billion."
Cindy Almond, VP of Client Services at PFSweb stated, "We believe
PFSweb's more than ten years of experience in designing, implementing
and operating business process outsourced solutions has helped us to
integrate new clients and businesses effectively and efficiently into
our infrastructure. We have developed a proven methodology of careful
planning, diligence and integration, supported by experienced and
talented project management and implementation resources. Given our
experience and the complementary nature of our respective businesses,
we expect a smooth integration of eCOST's distribution and fulfillment
systems requirements."
Layton added, "Today's announcement provides an opportunity for
strong revenue and profitability growth for our products division. We
are also strongly committed to continuing our efforts to expand our
services division revenue. Collectively, we believe that the revenue
and profitability growth potential of both divisions makes for a well
rounded business model."
Adam Shaffer, CEO of eCOST.com, said, "We are pleased to announce
our Letter of Intent to merge with PFSweb. Our position as a leading
web commerce provider with an extensive product portfolio and strong
customer base combined with PFSweb's technology and distribution
infrastructure provides long-term growth opportunities for both
companies. We look forward to working closely with PFSweb and
completing this transaction in a timely fashion."
About eCOST.com, Inc.
eCOST.com is a leading multi-category online discount retailer of
high-quality new, "close-out" and refurbished brand-name merchandise
for consumers and small business buyers. eCOST.com markets over
100,000 different products from leading manufacturers such as Apple,
Canon, Citizen, Denon, HP, Nikon, Onkyo, Seiko, Sony, and Toshiba
primarily over the Internet (http://www.ecost.com) and through direct
marketing. Prior to April 11, 2005, eCOST.com was a subsidiary of PC
Mall, Inc.
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
statements include eCOST.com's expectations, hopes or intentions
regarding the future, including but not limited to statements
regarding business and financial trends and eCOST.com's expectations
regarding profitability, eCOST's intention to merge with PFSweb and
the expected benefits of such a merger. Forward-looking statements
involve risks and uncertainties and actual results may differ
materially from those discussed in any such statement. Among the
factors that could cause actual results to differ materially are the
following: reliance on PC Mall's maintenance of eCOST.com's systems;
eCOST.com's ability to maintain existing and build new vendor and
supplier relationships; ability to obtain favorable product pricing
and vendor consideration; product availability; outages of eCOST.com's
systems and website; ability to attract customers on cost-effective
terms; risks due to shifts in market demand and the economic climate
and, with respect to the proposed merger, the inability of eCOST.com
and PFSweb to, among other things, obtain approval from their
respective boards of directors and shareholders for the transaction,
reach agreement on definitive terms for, and subsequently close, the
transaction, and, assuming the merger is consummated, the inability of
the companies to successfully integrate their business to achieve the
anticipated benefits of the transaction. Additional factors that could
cause actual results to differ are discussed under the heading "Risk
Factors" and in other sections of eCOST.com's Annual Report on Form
10-K/A for the year ended December 31, 2004 filed with the Securities
and Exchange Commission and in its other periodic reports filed from
time to time with the Commission. All forward-looking statements in
this document are made as of the date hereof, based on information
available to eCOST.com as of the date hereof, and eCOST.com assumes no
obligation to update any forward-looking statement.
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 in this news release (except for historical
information) and, in particular, information regarding the merger,
estimates, future revenue, earnings and business plans and goals,
consist of forward-looking information under the Private Securities
Litigation Reform Act of 1995 and are subject to and involve risks and
uncertainties, which could cause actual results to differ materially
from the forward-looking information. These forward-looking statements
are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. These
risks and uncertainties include, but are not limited to, PFSweb's
ability to retain and expand relationships with existing clients and
attract new clients; PFSweb's dependence upon its agreements with IBM;
PFSweb's reliance on the fees generated by the transaction volume or
product sales of its clients; PFSweb's reliance on its clients'
projections or transaction volume or product sales; PFSweb's client
mix and the seasonality of their business; PFSweb's ability to
finalize pending contracts; the impact of new accounting standards and
rules regarding revenue recognition, stock options, and other matters;
changes in accounting rules or current interpretation of those rules;
the impact of strategic alliances and acquisitions; trends in the
market for PFSweb's services; trends in e-commerce; whether PFSweb can
continue and manage growth; changes in the trend toward outsourcing;
increased competition; PFSweb's ability to generate more revenue and
achieve sustainable profitability; effects of changes in profit
margins; the customer concentration of PFSweb's business; the unknown
effects of possible system failures and rapid changes in technology;
trends in government regulation both foreign and domestic; foreign
currency risks and other risks of operating in foreign countries;
potential litigation involving our e-commerce intellectual property
rights; PFSweb's dependency on key personnel; PFSweb's ability to
raise additional capital or obtain additional financing; PFSweb's
relationship with and its guarantees of the working capital
indebtedness of its subsidiary, Supplies Distributors; PFSweb's
ability or the ability of its subsidiaries to borrow under current
financing arrangements and maintain compliance with debt covenants;
whether outstanding PFSweb warrants issued in a prior private
placement will be exercised in the future and, with respect to the
proposed merger, the inability of eCOST.com and PFSweb to reach
agreement on definitive terms for, and substantially close, the
transaction, and the ability of the companies to successfully
integrate their business to achieve the anticipated benefits of the
transaction. A description of these factors, as well as other factors,
which could affect PFSweb's business, is set forth in PFSweb's Form
10-K for the year ended December 31, 2004.
In addition, some forward-looking statements are based upon
assumptions as to future events that may not prove to be accurate.
Therefore, actual outcomes and results may differ materially from what
is expected or forecasted in such forward-looking statements. We
undertake no 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.
WHERE YOU CAN FIND ADDITIONAL INFORMATION:
In connection with each company's solicitation of proxies with
respect to any meeting of its stockholders that may be called with
respect to the prospective merger, each company will file with the
Securities and Exchange Commission (the "SEC"), and will furnish to
its stockholders, a proxy statement. Stockholders of each company are
advised to read any proxy statement when it is finalized and
distributed to stockholders because it will contain important
information. Stockholders will be able to obtain a free-of-charge copy
of any proxy statement (when available) and other relevant documents
filed with the SEC from the SEC's website at www.sec.gov. Stockholders
will also be able to obtain a free-of-charge copy of the proxy
statement and other relevant documents (when available) by directing a
request by mail or telephone to either (i) PFSweb, Inc., 500 North
Central Expressway, Suite 500, Plano, Texas 75074 Attention: Corporate
Secretary, Telephone: (972) 881-2900, or from PFSweb's website,
www.pfsweb.com or (ii) eCOST.com, Inc., 2555 West 190th Street, Suite
106, Torrance CA 90504 Attention: Corporate Secretary, Telephone:
(310) 225-5025, or from eCOST.com's website, www.ecost.com.
Each company and certain of its directors, executive officers and
other members of management and employees may, under the rules of the
SEC, be deemed to be "participants" in the solicitation of proxies
from such company's stockholders in favor of the prospective merger.
Information regarding the persons who may be considered "participants"
in the solicitation of proxies will be set forth in any proxy
statement that is filed with the SEC. Information regarding certain of
these persons and their beneficial ownership of the common stock of
either company is also set forth in the Schedule 14A filed by
eCOST.com on May 27, 2005 with the SEC, and the Schedule 14A filed by
PFSweb on April 28, 2005 with the SEC.