NEW
YORK and REDWOOD CITY, Calif., June 24 /PRNewswire-FirstCall/ -- EDGAR Online,
Inc. (Nasdaq: EDGR) and UBmatrix, Inc. today announced the signing of a definitive
merger agreement that would create the first global end-to-end provider of solutions
for the creation, validation and analysis of XBRL (eXtensible Business Reporting
Language) content. UBmatrix is one of the original inventors of the XBRL financial
standard, which is being mandated worldwide by many regulators to improve the
transparency and efficiency of business reporting.The
merger would combine EDGAR Online's position as the leading provider of U.S. Securities
and Exchange Commission (SEC) public company XBRL filings and XBRL data, and UBmatrix's
experience as the leading XBRL software provider to independent software vendors
and major U.S. and international regulators. The combined entity will be strongly
positioned to provide global markets with XBRL based transparency solutions from
issuers to regulators to investors. The
merger will be an all equity transaction with the issuance by EDGAR Online of
preferred and common shares equal to approximately 16% of the Company's common
stock on a fully diluted basis, subject to post-closing adjustments. Currently
UBmatrix has $1.8 million of cash on its balance sheet, and will be required to
satisfy all indebtedness by the closing. In addition to the merger consideration,
current UBmatrix shareholders have agreed to invest an additional $2 million
in cash into the Company through the purchase of additional EDGAR Online preferred
shares (convertible into 1,381,088 common shares of EDGAR Online as of January
28, 2015). Executive
Comments "We
are proud to announce this strategic merger. UBmatrix is the leader in XBRL software
and is relied upon by some of the largest regulators and software companies in
the world. EDGAR Online is a world leader in XBRL filing services and data used
by some of the largest issuers and investment firms in the world. The new company
will be strongly positioned as a global leader in XBRL software, services and
data," said Philip Moyer, President and CEO of EDGAR Online. "We expect
this combination of businesses, brands and intellectual capital will allow us
to expand the set of solutions we can offer to customers and partners in this
rapidly growing market." "Creating
a single comprehensive source for XBRL solutions in support of financial transparency
will accelerate the market for this information exchange standard," said
Sunir Kapoor, President and CEO of UBmatrix, which is a privately held company
headquartered in Redwood City, California. "Just as important, we believe
that we will have the broadest and strongest network of partners in the industry.
We expect this to ease adoption of the XBRL standard for organizations across
the global financial information supply chain - from corporate filers and regulators
to financial data providers and investors." Kapoor
to Remain President of UBmatrix; Schuler to Join Board of EDGAR Online Under
the terms of the agreement, UBmatrix will become a wholly-owned subsidiary of
EDGAR Online. It is expected to initially operate as a standalone unit of the
combined company, using its existing brand and under the leadership of Kapoor,
who will serve as President of the unit. Barry Schuler, a director on the board
of UBmatrix and former chairman and CEO of America Online Inc., will join the
board of EDGAR Online at closing. When
the merger becomes effective, the shareholders of UBmatrix will be entitled to
receive an initial payment of approximately 74,379 shares of EDGAR Online Series
C Preferred Stock (initially convertible into 5,129,573 shares of common stock)
and 2,685,088 shares of EDGAR Online Common Stock in consideration for the merger,
a portion of which shares of common stock will be issued to employees of UBmatrix.
Approximately 1,622,042 shares of EDGAR Online Common Stock will be paid into
escrow to secure the post-closing indemnification obligations of the UBmatrix
stockholders. Through January 28, 2015, Series C Preferred Stock issued in the
merger is expected to receive paid-in-kind dividends that will result in it being
convertible into an additional 2,998,957 shares of EDGAR Online common stock.
In connection with the merger agreement and simultaneously with the closing, the
UBmatrix shareholders will purchase an additional $2 million worth of Series C
Preferred Stock with cash (initially convertible into 871,546 shares of common
stock) pursuant to a Stock Purchase Agreement. This Series C Preferred Stock is
expected to receive paid-in-kind dividends that will result in it being convertible
into an additional 509,542 shares of EDGAR Online common stock. Since
its founding, EDGAR Online has transformed itself from a provider of U.S. SEC
EDGAR documents into the leading provider of XBRL filing services, data and analytical
tools, and has produced over 37% of all mandated XBRL filings submitted to the
SEC to date, without a single restatement. EDGAR Online has also built the only
historical XBRL data set in the U.S. market, which is widely used by money managers,
ETFs, hedge funds, and corporate analysts. UBmatrix
is a leading provider of a complete portfolio of XBRL-based software solutions
for global regulatory organizations and commercial enterprises, including the
Federal Deposit Insurance Corporation, Keane Federal Systems under contract to
the SEC, Deposit Insurance Corporation of Ontario, Banque de France and Belgian
Tax Authority. UBmatrix licenses XBRL software solutions to some of the world's
largest enterprise software vendors including Oracle and SAP. UBmatrix holds
the seminal XBRL patent #6,947,947, issued in 2005 and entitled "method for
adding metadata to data." The
definitive merger agreement has been approved by the Boards of Directors of both
companies and by the shareholders of UBmatrix. The issuance of the EDGAR Online
stock in the merger and certain of the other transactions contemplated by the
merger agreement are subject to a vote by the EDGAR Online shareholders. Closing
is contingent on this approval as well as other customary closing conditions.
If the agreement is approved by shareholders, it is anticipated that the merger
will be consummated in the third quarter of 2010. Conference
Call Details EDGAR
Online will host a conference call to discuss this announcement at 12:00 p.m.
Eastern Time today. EDGAR Online's President and CEO, Philip Moyer, will host
the call along with Sunir Kapoor, President and CEO of UBmatrix. To participate,
please dial 877-407-8031 (Domestic) or 201-689-8031(International). The
call will also be broadcast simultaneously and archived on the Internet at: http://www.edgar-online.com/investor/. About
XBRL XBRL is a
language for the electronic communication of business and financial data which
is revolutionizing business reporting around the world. In 2009, the SEC mandated
that public companies submit XBRL documents to the SEC along with their quarterly,
annual, and other public filings over a three-year phase-in period. The US FDIC
has been collecting reports in XBRL since 2005. The HM Revenue and Customs (HMRC)
has mandated that all companies submit their annual tax filings in XBRL to the
HMRC beginning in April 2011. In addition, banking, financial and tax regulators
in Australia, China, France, Germany, Japan, and other countries across the globe
are adopting XBRL as a regulatory standard as it improves the efficiency and transparency
regulatory compliance. About
EDGAR Online, Inc. EDGAR
Online, Inc. (www.edgar-online.com) (Nasdaq: EDGR) is a leader in the distribution
of company data and public filings for equities, mutual funds and a variety of
other publicly traded assets. The company delivers its information products via
online subscriptions and data licenses directly to end-users, embedded in other
web sites and through a variety of redistributors. EDGAR Online has also developed
proprietary automated systems that allow for the rapid conversion of data and
is a pioneer and leader in XBRL. The company uses its automated processing platform
and its expertise in XBRL to produce both datasets and tools and to assist organizations
with the creation, management and distribution of XBRL financial reports. About
UBmatrix UBmatrix,
Inc. (www.ubmatrix.com) is the leading provider of XBRL-based software solutions
for global organizations and enterprises, enabling them to more efficiently and
effectively address the challenges of business and financial information management,
Governance, Risk and Compliance and external reporting. UBmatrix markets through
an extensive network of OEM partners, including Oracle, SAP, Information Builders,
and Wolters Kluwer, and implementation partners including Aguilonius Consulting,
CapGemini, Ciber, CSC, Deloitte, INMAN, Kolon-Benit, NTT Data, and Umanis. Users
of UBmatrix solutions include the FDIC, Banque de France, and Keane Federal Systems
under contract to the U.S. Securities and Exchange Commission. UBmatrix XBRL
solutions increase operational efficiency and financial transparency, and ensure
reporting accuracy and regulatory compliance. UBmatrix is based in Silicon Valley
with development centers in Bellevue, WA, and New Delhi, India. Additional
Information In
connection with the proposed issuances of EDGAR Online stock in the above-described
transactions, EDGAR Online will file with the SEC a proxy statement. EDGAR Online
will mail the proxy statement to its stockholders. EDGAR Online urges investors
and security holders to read the proxy statement regarding the proposed issuances
when it becomes available because it will contain important information. You may
obtain copies of all documents filed with the SEC regarding these transactions,
free of charge, at the SEC's web site (www.sec.gov). You may also obtain these
documents free from EDGAR Online at www.edgar-online.com, or by contacting the
EDGAR Online Investor Relations Department at (203) 852-5660. EDGAR
Online and its directors, executive officers and certain other members of management
and employees may be soliciting proxies from EDGAR Online stockholders in favor
of the stock issuances. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of the EDGAR Online stockholders
in connection with the proposed stock issuances will be set forth in the proxy
statement when it is filed with the SEC. You can find information about EDGAR
Online's executive officers and directors in the proxy statement for EDGAR Online's
2009 annual meeting of stockholders, filed with the SEC on April 27, 2009, and
in its Current Report on Form 8-K, filed with the SEC on January 29, 2010. Free
copies of these documents may be obtained from EDGAR Online as described above. Use
of Forward-Looking Statements Forward-looking
statements" as defined in the Private Securities Litigation Reform Act of
1995 may be included in this press release. These statements relate to future
events and/or our future financial performance and include, without limitation,
statements regarding our future growth prospects, future demand for our XBRL business,
future innovations in our data and solutions and subscriptions business, the integration
of UBmatrix into our business and the approval by our shareholders of certain
transactions contemplated by the merger agreement. These statements are only predictions
and may differ materially from actual future events or results. EDGAR Online,
Inc. disclaims any intention or obligation to revise any forward-looking statements
whether as a result of new information, future developments or otherwise. Please
refer to the documents filed by EDGAR Online, Inc. with the SEC, which identify
important risk factors that could cause actual results to differ from those contained
in forward-looking statements, including, but not limited to risks associated
with our ability to (i) increase revenues, (ii) obtain profitability, (iii) obtain
additional financing, (iv) changes in general economic and business conditions
(including in the online business and financial information industry), (v) actions
of our competitors, (vi) the extent to which we are able to develop new services
and markets for our services, (vii) the time and expense involved in such development
activities, (viii) risks in connection with acquisitions, (ix) the level of demand
and market acceptance of our services, (x) changes in our business strategies
and (xi) risks relating to the merger with UBmatrix, Inc. and the integration
of its business into ours. EDGARis
a federally registered trademark of the U.S. Securities and Exchange Commission.
EDGAR Online is not affiliated with or approved by the U.S. Securities and
Exchange Commission. SOURCE
EDGAR Online, Inc.
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