Moorestown, New Jersey--(Newsfile Corp. - June 15, 2018) - Comtrex Systems Corporation (OTC Pink: COMX) ("Comtrex") announced today that it has entered into a definitive agreement (the "Merger Agreement") pursuant to which Zonal Hospitality Systems Inc. ("Zonal") will indirectly acquire all of the outstanding common shares of Comtrex. Such acquisition will be effectuated by merging Comtrex with a wholly owned subsidiary of Zonal, with Comtrex being the surviving corporation in such merger. Holders of record of Comtrex common shares as of the date such merger is completed will be entitled to receive an approximate price per share of GBP 7.46, subject to certain adjustments as set forth in the Merger Agreement, payable in cash (without interest) in the United States Dollar equivalent of such consideration based on the exchange rate in effect on the date that the merger is completed.
The board of directors of Comtrex has unanimously approved the transaction and has unanimously determined, subject to customary fiduciary outs, to recommend that Comtrex shareholders vote in favor of the transaction. Approval of the transaction requires the affirmative vote of holders of more than 50 percent of the outstanding shares of Comtrex common stock. Holders of more than 50 percent of the outstanding shares of Comtrex common stock have entered into voting agreements with Zonal whereby they have agreed to vote their shares in favor of the transaction. Completion of the transaction is also subject to satisfaction of customary closing conditions, including the receipt of all required third-party approvals. Upon completion of the transaction, Comtrex will become a wholly owned subsidiary of Zonal.
Jeff Rice, president and CEO of Comtrex, stated, "This strategic merger will greatly benefit the employees, shareholders and customers of both companies. We are excited to join the Zonal family and we look forward to integrating our product line and workforce with that of Zonal in the U.K. and to greatly expanding our joint presence in the U.S."
Stuart Mclean, Zonal's long-time CEO, comments, "Comtrex is a fantastic addition to the Zonal family with great customers and products on both sides of the Atlantic. I am delighted to welcome Jeff, Steven Roberts (Comtrex's managing director in the U.K.) and the rest of the team at Comtrex to Zonal, and look forward to continuing the success they have had over the 30 years their business has been operating."
Comtrex Systems Corporation is a software developer, systems integrator and designer of point-of-sale (POS) electronic information systems for the restaurant and quick service food industry. Company information can be obtained by visiting http://www.comtrex.com.
Zonal Retail Data Systems Limited, the parent company of Zonal, was founded in Scotland in 1979 and has grown to become the market leader supplying EPoS and a wide range of related software solutions to the U.K. hospitality sector, with revenues of over $70 million. It remains a family-owned business fully committed to the sustained development of its clients and employees by focusing on creating long-lasting value. Its wholly owned U.S. subsidiary, based in Florida, is acquiring Comtrex.
This press release contains forward-looking statements regarding, among other things, Comtrex's beliefs, plans, objectives, strategies, estimates, intentions and expectations. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "believe," "potential," "expect," "estimate," "would," "could," "intend," "will," "if" and "may." These forward-looking statements are based upon a number of assumptions which may prove to be incorrect, involve certain risks and uncertainties that are difficult to predict and, accordingly, are not guarantees of future performance. Future developments may differ materially from those expressed in the forward-looking statements contained in this press release, due to, among other factors, the risks and uncertainties inherent in the business and operations of Comtrex. Other than as required by applicable law, Comtrex undertakes no obligation to publicly update or revise any such forward-looking statements or information, whether as a result of new information, future events or otherwise.
This press release is being issued in connection with the contemplated acquisition of Comtrex by Zonal. In connection with such proposed transaction, Comtrex intends to mail to its shareholders a proxy statement and other documents regarding the proposed transaction. SHAREHOLDERS OF COMTREX ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
JEFFREY C. RICE, President/CEO