Press Release
- Date:
- Wednesday, August 06, 2003
- Contact:
- Mark Funston
- Phone:
- (301) 731-2300
- Email:
- mark_funston@g1.com
Group 1 Reaffirms and Expands Sagent Relationships
Lanham, MD — Group 1 Software (Nasdaq: GSOF) today reported that it has agreed to increase and extend its secured loan to Sagent Technology (Nasdaq: SGNT.OB) and to extend the closing date of the Sagent asset purchase agreement. Consistent with these agreements, Sagent has rescheduled its Special Shareholders Meeting at which it will seek shareholder approval for the asset purchase agreement. Additionally, Group 1 has entered into expanded technology-sharing and reseller relationships with Sagent.
On April 16, 2003, Group 1 announced that it had entered into a $7 million loan to Sagent, as well as a purchase agreement to acquire Sagent's key assets. Sagent was unable to obtain a quorum of its stockholders at its previously scheduled Special Stockholder's Meetings. Group 1 has agreed to extend the due date of the existing loan to Sagent from July 31, 2003 to September 30, 2003 and to increase the borrowing limit of the loan from $7 million to $9 million. Sagent and Group 1 have also agreed to extend the outside date for closing under the asset purchase agreement until October 30, 2003. Otherwise, terms of the existing loan and the asset purchase agreement remain the same. Sagent has separately announced that it will hold a Special Meeting of its shareholders on September 30, 2003, to approve, among other propositions, the purchase of its key assets by Group 1.
Group 1 and Sagent have also decided to expand their commercial relationship beyond the original cooperative marketing agreement of May 2003. The companies will now cross-license to each other certain code bases. This will enable the organizations to go to market more rapidly with advanced functionality embedded in their respective products. Group 1 will also become a worldwide reseller of all Sagent products.
“It was certainly made clear to Sagent by a 36:1 voting ratio, of those who chose to exercise their right to vote, that there is outstanding support by our stockholders to adopt the proposed sale of our operating assets to Group 1 Software Inc., but the challenge of getting a quorum stemmed from the fact that the stockholders of the original date of record did not necessarily hold the stock at the time of the vote and therefore were not motivated to participate,” said Sagent's Chairman and CEO, Andre M. Boisvert, commenting on the events that necessitated the scheduling of a new stockholders meeting date.
“There was simply no real alignment between the individuals that had the right to vote and those who actually owned the shares at the time of the special stockholders meeting,” continued Boisvert. “My board colleagues and I sincerely believe that it is in the best interest of the actual stockholders to have adjourned the meeting and to call for a new special stockholders meeting at which point, we believe that there will be greater alignment between stock ownership and the right to vote.”
“By increasing our secured loan as well as entering into and expanding technology cross-licensing and product reselling relationships, we are demonstrating our continued commitment to Sagent,” said Bob Bowen, CEO of Group 1 Software. “We remain most excited about adding Sagent's talented individuals, powerful technology, strong customers, and global distribution channels to the Group 1 family.”
Group 1 Software (Nasdaq: GSOF) is a leading provider of software solutions for data quality, marketing automation, customer communications management and direct marketing applications. Group 1's software systems and services enable over 2,000 customers worldwide to market smarter by helping them find, reach and keep customers. Founded in 1982 and headquartered in Lanham, Maryland, Group 1's solutions are utilized by leaders in the financial services, banking, retail, telecommunications, utilities, e-commerce, and insurance industries. The company's customer base includes such recognized names as Charles Schwab, Entergy, GEICO, L.L. Bean, QVC and Wal-Mart. For more information about Group 1, visit the company's Web site at http://www.g1.com.
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This press release contains forward-looking statements relating to Group 1's future plans, events or performance. Such statements can be identified by such words and phrases as “commitment.” Such statements may involve risks and uncertainties, including risks associated with uncertainties pertaining to customer orders, demand for products and services, development of markets for Group 1's products and services and other risks identified in Group 1's SEC filings. Actual results, events and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which address the conditions as they are found on the date of this press release. Group 1 undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances that arise after the date of this press release or to reflect the occurrence of unanticipated events. Group 1 Software is a registered trademark of Group 1 Software, Inc. All other brand names, trademarks and registered trademarks are the property of their respective owners