The transaction, approved by the boards of both companies, is subject to the conditions set forth in the merger agreement, including the approval of VLPS' stockholders and completion of regulatory review. The holders of more than 50 percent of the outstanding shares of VLPS stock have executed a Voting Agreement and agreed to vote in favor of the merger. Terms of the transaction call for VLPS stockholders to receiveapproximately $8.32 per share in cash at closing, and up to approximately $0.50 per share payable from an escrow account established to pay for any indemnification claims.
The announcement was made at company facilities in Los Angeles via teleconference hook-up to both companies' employees, worldwide. PRG's shareholders, which include management shareholders, PRG's founders and Boston Ventures, have approved the deal, and appropriate regulatory filings have been made. Tony Bolland of Boston Ventures commented: "We think this is the kind of transaction that will position PRG as a global brand leader in the entertainment services industry."
At the new PRG, Jere Harris will be chairman and chief executive officer and VLPS's Rusty Brutsché will be vice chairman and chief technology officer. "This is a new beginning for our company," said Jere Harris. "We are taking the entertainment equipment and technology sector to the next level of development, responding to customer demands for more comprehensive production solutions available under one roof and new, more creative and more personalized approaches that bring productions to life.
"At the same time," Harris said, "we are bringing stability, resources and a stronger business orientation to an industry that is highly fragmented and under-capitalized. "This is a very positive milestone for our companies, our employees and the industry," Harris continued. "We will have the largest inventory of new, state-of-the-art equipment in the world. And, we will provide timely and creative, integrated technologies to our customers in any venue around the globe."
Brutsché added: "Integration of equipment technologies and services solutions is inevitable. Our clients are continually looking for efficiencies, and that requires companies like ours to have a depth of resources and be broadly responsive to their creative demands. The merger of our two companies will enable us to create and provide new technologies with a broad scope and economy of scale to better serve the needs of our customers.
"We're a people-orientated business," Brutsché said, "and we will continue to be customer-service and relationship driven. We will stay in the forefront of research and development, as well; and, while we will have the benefits of being a large, wellcapitalized company, we will also maintain the flexibility and responsiveness of a much smaller organization," he concluded.
(Lee Baldock)
