Intelligent Systems Corporation Announces Sale of ChemFree Corporation Subsidiary
01 April 2015 - 7:30AM
Intelligent Systems Corporation (NYSE MKT:INS) (www.intelsys.com)
announced today that it has signed a Stock Purchase Agreement to
sell its ChemFree Corporation subsidiary to CRC Industries, Inc., a
privately held company, and simultaneously closed on the
transaction as of the end of business March 31, 2015. The purchase
price is approximately $21.6 million cash subject to certain
post-closing adjustments.
"After carefully considering all of the options for enhancing
value for shareholders, the Intelligent Systems Board of Directors
concluded that this transaction would generate great value for
shareholders and will position the remaining subsidiary, CoreCard
Software, for long term success," said Leland Strange, President
and CEO of intelligent Systems. "We were able to achieve an
attractive outcome and create additional balance sheet flexibility
for growing CoreCard."
Following the sale of ChemFree, the business of Intelligent
Systems will consist primarily of its CoreCard Software subsidiary.
The company will focus on the payments industry which it believes
offers significant growth potential. Management will continue to
explore various strategic alternatives that may include
acquisitions or divestiture.
The transaction offers a favorable outcome for the employees and
the business of ChemFree as CRC has deep expertise in the
industrial MRO and automotive aftermarket marketplaces. "Aligning
ChemFree with CRC will be advantageous for both companies. We look
forward to expanding the reach of ChemFree's unique bio-remediating
SmartWasher® throughout our worldwide distribution network," said
Scott Grey, CEO of CRC Industries, Inc.
The company will have approximately $22 million in consolidated
cash after certain closing adjustments and transaction expenses.
Some of the transaction cash will be held in escrow as is typical
in transactions of this type. While there will be some tax on the
transaction, the company expects it to be minimal. It is the
intention of the company to distribute or return in the near term
approximately $5 million of the proceeds to its shareholders either
as a dividend or stock re-purchase. The Board has yet to determine
the specific mechanism.
Beginning in the first quarter ended March 31, 2015, the company
will classify and report results of ChemFree as discontinued
operation. It should be noted that, historically, profits from
ChemFree have supported the development of CoreCard Software and
Intelligent Systems expects to report losses for the next several
years as it continues to invest in CoreCard's software
platform.
The company announced in the fourth quarter of 2014 that it
would explore strategic alternatives for maximizing shareholder
value and that process will continue. No timetable has been set for
the company's process and the company does not expect to comment
further or update the market with any further information on the
process unless and until its Board of Directors has approved a
specific transaction or otherwise deems disclosure appropriate or
necessary.
About Intelligent Systems Corporation
For over thirty-five years, Intelligent Systems Corporation
(NYSE MKT:INS) has identified, created, operated and grown early
stage technology companies. The company has operations and
investments primarily in the information technology. The company's
principal majority-owned subsidiary is CoreCard Software, Inc.
(www.corecard.com), a provider of software and services for prepaid
and credit card processing. Further information is available on the
company's website at www.intelsys.com or by calling the company at
770/381-2900.
In addition to historical information, this news release may
contain forward-looking statements relating to Intelligent Systems
Corporation and its subsidiary and affiliated companies. These
statements include all statements that are not statements of
historical fact regarding the intent, belief or expectations of
Intelligent Systems Corporation and its management with respect to,
among other things, results of operations, product plans, and
financial condition. The company does not undertake to update or
revise any forward-looking statements, whether as a result of new
developments or otherwise, except as required by law. Among the
factors that could cause actual results to differ materially from
those indicated by such forward-looking statements are instability
in the financial markets, delays in product development, undetected
software errors, competitive pressures, changes in customers'
requirements or financial condition, market acceptance of products
and services, changes in the performance, financial condition or
valuation of affiliate companies, the risks associated with
investments in privately-held early stage companies and further
declines in general economic and financial market conditions,
particularly those that cause businesses to delay or cancel
purchase decisions.
CONTACT: Bonnie Herron
770-564-5504
bherron@intelsys.com
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