Attached files
| file | filename |
|---|---|
| 8-K - RAND WORLDWIDE INC | v194406_8k.htm |
| EX-9.1 - RAND WORLDWIDE INC | v194406_ex9-1.htm |
| EX-4.1 - RAND WORLDWIDE INC | v194406_ex4-1.htm |
| EX-2.1 - RAND WORLDWIDE INC | v194406_ex2-1.htm |
| EX-10.1 - RAND WORLDWIDE INC | v194406_ex10-1.htm |
| EX-16.1 - RAND WORLDWIDE INC | v194406_ex16-1.htm |
| EX-10.2 - RAND WORLDWIDE INC | v194406_ex10-2.htm |
| EX-10.6 - RAND WORLDWIDE INC | v194406_ex10-6.htm |
| EX-10.4 - RAND WORLDWIDE INC | v194406_ex10-4.htm |
| EX-10.3 - RAND WORLDWIDE INC | v194406_ex10-3.htm |
| EX-10.5 - RAND WORLDWIDE INC | v194406_ex10-5.htm |
Exhibit
99.1
 |
 |
RAND
WORLDWIDE, INC. AND AVATECH SOLUTIONS, INC. MERGE BUSINESS
OPERATIONS
Combined
Company is Autodesk’s Largest Global VAR
FRAMINGHAM, MA and OWINGS MILLS,
MD – August 17, 2010 – Rand Worldwide, Inc. (Framingham, MA), a global
leader in providing technology solutions to organizations with engineering
design and information technology requirements, and Avatech Solutions, Inc.
(Owings Mills, MD - OTCBB: AVSO), one of America's leading professional services
companies for design and engineering technologies, today announced that the
companies have been combined through a reverse merger. The combined company
intends to change its name to Rand Worldwide, Inc. and will seek a new OTC
Bulletin Board symbol.
As a
result of the merger, the combined company has approximately 51,400,844 shares
of common stock issued and outstanding, of which approximately 67% were issued
to the former stockholders of Rand Worldwide, including its principal
stockholders, funds managed by Ampersand, a private equity firm headquartered in
Wellesley, Massachusetts. The combined company will have six directors on its
board including the chief executive officer and several former board members of
Rand Worldwide and Avatech.
The newly
constituted board of directors has appointed Marc Dulude as the chief executive
officer of the combined company, and Larry Rychlak as the president and chief
financial officer. George Davis, formerly the CEO of Avatech, will
remain on the board of the combined company and Richard Charpie, a Managing
General Partner of Ampersand, will assume the role of chairman. The combined
company is the largest global value added reseller of Autodesk, Inc. (NASDAQ:
ADSK) products in the world with sales and services capabilities that extend
across the United States, Canada, Singapore, Malaysia, and Australia. With
offices in 47 cities globally, the combined company is now in a position to
further extend its premier training, support, and services throughout the
engineering community with even broader reach. It will also continue to offer a
wide range of software support services to users of products from PTC (NASDAQ:
PMTC), Dassault Systèmes (Euronext Paris: #13065, DSY.PA), and Autonomy
Corporation plc (LSE: AU or AU.L). The companies’ combined revenue from the last
twelve months totaled approximately $82M.
“With
little geographic overlap between the businesses today, the combination of Rand
Worldwide and Avatech allows us to leverage the full range of selling and
technical resources of each of the companies to enhance the service delivered to
our clients," commented Dulude. “We believe that clients in all of the
geographies we serve will reap the benefits of the very deep bench of technical
service capabilities that will result from combining the two companies. Also,
the ability to deliver the additional products and solutions that each company
has to its respective customer bases represents an attractive cross selling
opportunity.”
Rychlak
added, "We see great opportunities to even further develop the operational
excellence that has characterized each company. It is our intention to leverage
the investments we have made in our people, systems and processes across a much
larger set of selling operations. This combination represents an ideal
opportunity for such leverage.”
Steve
Blum, Autodesk’s senior vice president of Americas Sales said, “Autodesk has
been very pleased with the performance of these two significant channel partners
and we look forward to the increased capabilities available with this
combination.” All Autodesk related services and sales activities for the two
companies will be combined under the IMAGINiT Technologies brand
worldwide.
Duff
& Phelps, LLC served as an independent financial advisor to the Board of
Directors of Avatech with respect to this transaction and provided an opinion as
to the fairness of the transaction, from a financial point of view, to Avatech
and its stockholders. Edwards Angell Palmer & Dodge LLP served as legal
counsel to Rand Worldwide, Inc.. Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC served as legal counsel to Avatech Solutions,
Inc.
1
About
Rand Worldwide and Avatech Solutions.
Rand
Worldwide and Avatech Solutions have combined to form one of the world’s leading
professional services and technology companies for the engineering community,
targeting organizations in the building, infrastructure, and manufacturing
industries. The combined company advances the way organizations design, develop,
and manage building, infrastructure, and manufacturing projects. Fortune 500 and
Engineering News Record's Top 100 companies work with the company to gain a
competitive advantage through technology consulting, implementation, training,
and support services. One of the world's largest integrators of Autodesk
software, the company designs systems that accelerate innovation while improving
quality and profitability. For more information see (www.rand.com) and
(www.avatech.com).
Safe Harbor statement under
the Private Securities Litigation Reform Act of 1995
This
press release contains forward-looking statements intended to be covered by the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These statements relate to, among other things, the expected benefits of the
merger of Rand Worldwide and Avatech for stockholders of the combined company,
the future growth and performance of the combined company and plans to change
the name and trading symbol of the combined company. These statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those set forth or implied by these forward looking statements.
For example, management’s expectations could be affected by risks and
uncertainties relating to: the risk that Rand Worldwide’s and Avatech’s’
businesses will not be integrated successfully; changes in the combined
company’s competitive position or competitive actions by other companies; the
ability of the combined company to generate sufficient cash flow in the short
term to cover closing expenses and severance and transition costs and the
ability of the combined company to manage growth. The Company undertakes no
obligation to review or update any forward looking statements, or to make any
other forward-looking statements, whether as a result of new information, future
events or otherwise.
###
For
further information, please contact:
Chantale
Marchand
Rand
Worldwide, Inc. / Avatech Solutions, Inc.
(508)
663-1411
cmarchand@rand.com
Rand
Worldwide is a trademark or registered trademark of Rand IMAGINiT Technologies
Inc. and/or Rand A Technology Corporation in the US and/or other
countries.
Autodesk
is a registered trademark or trademark of Autodesk, Inc., and/or its
subsidiaries and/or affiliates in the USA and/or other
countries.
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