LAS VEGAS, Sept. 12, 2002 (PRIMEZONE) -- PurchasePro (Nasdaq:PPRO) today announced that it has signed a letter of intent pursuant to which it has agreed to sell substantially all its assets to Perfect Commerce, Inc.
Perfect Commerce provides Enterprise Supply Management (ESM) software, services and expertise, including auction and e-sourcing solutions, that enable Global 2000 companies such as America West Airlines, Bechtel, Hoover Precision Products, Peabody Energy (NYSE:BTU), Smurfit-Stone (Nasdaq:SSCC), Unocal (NYSE:UCL), and others to increase profits and improve product and service quality. Unlike companies offering only software or services, Perfect Commerce provides a complete solution comprised of software systems and the deep expertise and services in strategic sourcing, six-sigma procurement processes, and business process management needed to harness the power of Enterprise Supply Management. Perfect Commerce is headquartered in Palo Alto, California.
As part of the letter of intent, PurchasePro today filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Nevada. Pursuant to sections 363 and 365 of the Bankruptcy Code, the sale and the definitive asset purchase agreement will be placed before the Court for its required approval. PurchasePro said that under its agreement with Perfect Commerce, it has the option, subject to conditions in the letter, of obtaining "debtor in possession" financing up to $750,000.
Richard L. Clemmer, PurchasePro's president and chief executive officer, said, "The cost of doing business as a public company has increased significantly over the past year. After reviewing many of the options available, as well as the opportunity presented by Perfect Commerce, PurchasePro concluded that the terms of the acquisition and subsequent filing were necessary to preserve the assets and values of PurchasePro's business and to protect the interest of the company."
Mr. Clemmer pointed out that, "Perfect Commerce's backing from major investors including some of the world's premiere venture capitalists should give our current and prospective customers confidence that our solution and platform will continue to be available. We are looking forward to completing the transaction with Perfect Commerce and the benefits it will bring to the key constituencies of PurchasePro, including the assurance of continued service and support to current PurchasePro customers."
In Chapter 11, PurchasePro will continue operating as the "debtor-in-possession." Daily operations will continue as usual with our offices remaining open and performing transactions in the ordinary course of business, just as it did prior to our filing.
"As far as the company's customers are concerned, we will continue to provide them with world-class quality software and services delivered on schedule. As for our employees, the majority should notice little or no difference in their jobs," said Mr. Clemmer.
Separately, PurchasePro has reached an agreement in principle with the Enforcement Division of the SEC. The terms of which the Division has agreed to recommend to the Commission. The agreement in principle concerns the settlement of proposed allegations that have been under investigation since the spring of 2001. The proposed agreement calls for PurchasePro, without admitting or denying the Commission's allegations, to consent to the entry of a permanent injunction enjoining it from violations of Sections 13(b)(2)(A) & (B) of the Securities Exchange Act of 1934, and is subject to approval by the Commission and the United States District Court. There can be no assurance that the proposed agreement will be approved or, if it is not approved, that PurchasePro will succeed in defending or settling any subsequent action that might be brought against it by the Commission.
Copies of certain relevant bankruptcy pleadings will be available at www.irconnect.com/ppro and www.gordonsilver.com.
Additional information on Perfect Commerce can be found at http://www.perfect.com.
About PurchasePro
PurchasePro(r), www.purchasepro.com, is a B2B e-commerce leader with the objective of providing software to enable enterprises of all sizes to gain universal access to the world's largest commerce network. Founded in 1996, PurchasePro provides electronic procurement and strategic sourcing solutions to businesses worldwide.
This news release may include forward-looking statements, which are subject to the "Safe Harbor'' created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve certain risks and uncertainties that can cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements represent only the views of certain members of management and are based on limited information available to us now, which is subject to change. We have no current plan to update these statements. Actual results may differ substantially from what we say today and no one should assume at a later date that the forward-looking statements provided herein are still valid. They speak only as of today. For more information about these risks and uncertainties, see the "Risks and Uncertainties" discussions included in the SEC filings of PurchasePro.com, Inc., that are available from the company on request and on the Internet at the SEC's website, www.sec.gov including our Form 10-K filing for the period ended December 31, 2001. Note: PurchasePro is a service mark of PurchasePro.com Inc. All other trademarks or registered trademarks are the property of their respective owners.