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LCS Group, Inc. and Conversion Services International, Inc. Sign Letter of Intent.
As a result of this transaction CSI will become a publicly traded firm. CSI will effectively take control of the LCSI public entity and begin the execution of its business plan to become the leading provider of data warehousing and business intelligence services and solutions.
Thursday July 24, 11:19 am ET
NEW YORK--(BUSINESS WIRE)--July 24, 2003--LCS Group, Inc. (OTC BB: LCSI) today announced certain significant transactions.
Dr. Michael Mitchell, President and C.E.O. of LCS Group, Inc. (LCS or Group) and Scott Newman, President and C.E.O of Conversion Services International, Inc. (CSI) jointly announced the execution of a non-binding Letter of Intent, which is expected to lead to the acquisition of 100% of CSI's outstanding shares by LCS.
Among other things, the transaction is contingent upon the execution of a mutually acceptable acquisition agreement, the approval of LCS shareholders to increase the number of shares of Common Stock LCS is authorized to issue, the repayment of all material liabilities owed by LCS and appropriate due diligence to be conducted by both parties.
In an unrelated transaction, Dr. Mitchell announced that on July 16, 2003, pursuant to the terms of Section 251(g) of the Delaware General Corporation Law, LCS Golf, Inc. became the wholly-owned subsidiary of LCS Group, Inc. Pursuant to this transaction, all former stockholders of Golf became the stockholders of Group and Group's Common Stock began trading today under a new stock symbol, LCSI.
Dr. Mitchell also announced that LCS immediately intends to begin the process of seeking shareholder approval to increase the number of authorized shares to one billion. He stated: "I am pleased to announce the signing of this Letter of Intent and look forward to the completion of a successful business combination with CSI."
CSI was founded in 1990 by Scott Newman and Glenn Peipert and is located in East Hanover, New Jersey. The company, with it's Center for Data warehousing, is a leading provider of a new category of professional services that embraces IT Management Consulting, Data Warehousing, Business Intelligence and e-Business. CSI has performed professional services for hundreds of clients, including Morgan Stanley, Pfizer, Jaguar Motors, Nikon and AOL/Moviefone. CSI's website can be found at www.csiwhq.com.
CSI has averaged approximately $20 million in annual revenues over the past three years and has been profitable on an annual basis during this period.
Mr. Newman, the President and C.E.O. of CSI, stated: "We are excited about the prospect of a business combination with LCS and becoming a publicly traded company. We view this transaction as the next step in the execution of our business plan with the goal of becoming the leading provider of data warehousing and business intelligence services and solutions. In advance of the transaction, we have raised $1.5 million in capital to finance what we believe will be a period of rapid growth."
At the close of the transaction, CSI shareholders are anticipated to own approximately 85% of the combined company. The transaction is expected to be completed no later than December 31, 2003, assuming the contingencies to which it is subject can be satisfied.
About Conversion Services International, Inc.
A Note on Forward-Looking Statements
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