TAMPA, Fla., Oct. 9, 2015 (GLOBE NEWSWIRE) — Jagged Peak, Inc. (OTC
Pink:JGPK), a leading provider of enterprise-class e-commerce software
solutions and supply chain services (the “Company”), and Singapore Post
Limited (Singapore Stock Exchange:S08.SI), a leading provider of mail,
logistics and ecommerce solutions in Singapore and the Asia Pacific
region (“SingPost”), today announced that the Company and SP Jagged
Peak LLC, a newly organized Delaware limited liability company (“SP
JP”) owned by SingPost, have entered into a definitive agreement under
which SP JP will acquire all of the outstanding stock of the Company
other than approximately 28.9% of the stock which is held by Paul
Demirdjian and Primrose Demirdjian. Mr. Demirdjian is the Chief
Executive Officer of the Company, and both Mr. and Mrs. Demirdjian are
directors, principal shareholders and founders of the Company.
Under the agreement, SP JP and the Demirdjians will form a new company
which will be merged with and into the Company at the closing (the
“Merger”). As a result of the Merger, each share of the Company’s
common stock outstanding at the closing, excluding shares owned by the
Demirdjians and shares held by Company’s shareholders who properly
exercise appraisal rights under Nevada law, will be converted into the
right to receive a cash payment equal to $1.08 minus an amount equal to
the transaction expenses incurred by the Company divided by the total
number of shares outstanding at the closing of the Merger on a
fully-diluted basis. Presently, the Company anticipates that
transaction expenses will be approximately $0.09 per share, resulting
in a cash payment to shareholders of approximately $0.99 per share,
which represents a premium of approximately 32% over the closing price
for common stock on October 8, 2015. The transaction will be financed
by SingPost through its existing internal cash resources.
SP JP and the Demirdjians have also entered into an agreement which
contains put and call rights for the Demirdjians and SP JP relating to
the purchase and sale of the Demirdjian’s stock in the Company
following the Merger under certain conditions and at various prices.
All of the Company’s directors, who together own approximately 68.4% of
the outstanding stock of the Company, have entered into Voting
Agreements with SP JP under which they have agreed to vote in favor of
the transaction at any meeting called for that purpose.
“SingPost’s investment in Jagged Peak is evidence of a new era of
eCommerce where global infrastructure and fulfillment needs are
becoming the new norm,” said Chief Executive Officer Paul Demirdjian.
“This merger is an exciting opportunity that will allow us to provide
retailers and consumer brands with an end-to-end worldwide solution.”
Mr. Lim Ho Kee, Chairman of SingPost, said, “As SingPost pioneers and
leads eCommerce logistics in Asia Pacific, we are casting our eyes
beyond the region. Jagged Peak can enable end-to-end fulfilment of
eCommerce orders across the US. SingPost is excited about this
capability. This transaction is also part of our strategy to focus our
resources on strengthening our geographical reach and the technology we
employ as an eCommerce logistics company.”
Dr. Wolfgang Baier, Group Chief Executive Officer of SingPost, said,
“This acquisition will ‘connect the dots’ and make our eCommerce
logistics network global. The acquisition of Jagged Peak allows us to
use their state-of-the-art eCommerce omni-channel technology to enable
brands and retailers not only to leverage their warehouse facilities in
over 20 locations in the US but expand these services into our Asia
Pacific warehouse network. A win-win for existing and future customers.
We have planted the seeds with this investment of what will be
SingPost’s global multi-channel B2B4C eCommerce logistics platform.”
Closing of the Merger is subject to certain closing conditions,
including obtaining the approval of the Company’s shareholders at a
meeting called for that purpose and other customary conditions. Further
information regarding the terms and conditions in the definitive
agreement, will be contained in a Current Report on Form 8-K which will
be filed promptly with the SEC.
About Jagged Peak, Inc.
Jagged Peak, Inc. is a leading e-commerce solutions provider with
software and services that enhance the scalability, flexibility and
profitability of single-channel, multi-channel and omni-channel online
businesses. Its cornerstone technology is EDGE—an enterprise-class
commerce platform that includes a full-featured e-commerce Platform
(ECP) and robust Order Management System (OMS) as well as a Warehouse
Management System (WMS) and Transportation Management System (TMS).
These platform elements can be deployed alone or together through a
license or SaaS delivery model to form an end-to-end, Cloud-based
software suite that integrates the entire order life cycle with
visibility across business units, distribution channels and trading
partners—all while enabling the client to have complete control of
its online brand. Combining its technology with a comprehensive array
of eMarketing, customer support and IT professional services along with
“anytime, anywhere” order fulfillment through its FlexNet warehouse
network, Jagged Peak offers a rare and uniquely holistic approach to
e-commerce. Jagged Peak’s blue chip client roster includes numerous
global consumer brand companies. For more information, please visit
About Singapore Post Limited
For over 150 years, Singapore Post (SingPost) as the country’s postal
service provider, has been delivering trusted and reliable services to
homes and businesses in Singapore.
Today, SingPost is pioneering and leading in eCommerce logistics as
well as providing innovative mail and logistics solutions in Singapore
and the Asia Pacific, with operations in 15 countries.
Building on its trusted communications through domestic and
international postal services, SingPost is taking the lead in
end-to-end integrated and digital mail solutions. The suite of SingPost
eCommerce logistics solutions includes front end web management,
warehousing and fulfilment, last mile delivery or international freight
Listed on the Main Board of the Singapore Exchange in 2003, SingPost is
a constituent stock of various main global benchmark indices – FTSE
All-World Index Series, FTSE All-World Minimum Variance Index, FTSE
All-World High Dividend Yield Index, FTSE RAFI Index Series, FTSE
Global Infrastructure Index Series and FTSE ST Index Series. It has a
strong credit rating of ‘A/Stable/NR’ by Standard & Poor’s.
To find out more about SingPost, please visit www.singpost.com and
information on SingPost’s subsidiaries and businesses.