AUSTIN, TX and ST. LOUIS, MO -- Oct. 3: Perficient, Inc. (Nasdaq: PRFT) a leading eBusiness solutions provider to Global 2000 and major midsize companies, and Vertecon, Inc., a privately-held eBusiness solutions firm based in St. Louis, announced today that they have signed a definitive merger agreement under which Perficient will acquire Vertecon. The stock-for-stock deal, which is expected to be accretive to earnings, will create a profitable eBusiness services leader with annual sales in excess of $25 million, more than 175 staff in five offices across North America and Europe and client relationships with over 250 Global 2000 and midsize companies.
"This transaction marks an important step forward in our plan to build the dominant eBusiness solutions provider in the midwestern and southwestern US,’’ said Jack McDonald, Chairman and Chief Executive Officer, Perficient. It complements our national affinity services partnership with IBM and enables us to offer clients and partners a broader array of end-to-end eBusiness solutions. Vertecon’s existing clients can expect the same outstanding service they currently receive as key executives, account managers, project managers and other personnel will stay in place.’’
While Perficient will continue to be headquartered in Austin, St. Louis will become the operations hub for serving Perficient’s midwestern client base. As a part of the transaction, key members of Vertecon management will be assuming senior roles at Perficient. Jeff Davis and Tim Thompson of Vertecon, both veterans of Arthur Andersen’s business consulting group, will become Chief Operating Officer and Chief Business Development Officer, respectively, of Perficient. Both will report to Sam Fatigato, the IBM veteran who serves as Perficient’s President.
"Joining forces with Perficient is the logical next step in our growth,’’ said Charles Windsor, President and Chief Executive Officer, Vertecon, Inc., who will be departing day-to-day operations but will remain a consultant to Perficient. Our clients now have a larger, stronger services partner that can provide a wider and deeper offering of solutions across more markets.’’
The terms of the agreement call for Perficient to issue up to 2.6 million shares of Perficient stock to Vertecon, subject to satisfying certain conditions in the first year following the closing of the transaction. The deal, subject to various conditions including approval by Perficient’s shareholders, is expected to close by the first quarter of 2002. The companies will begin integrating operations immediately. WWC Capital Group of Reston, VA served as an advisor to Perficient on the deal.
Perficient remains committed to an aggressive growth strategy that includes both strong organic growth and acquisitions. The company believes the current market downturn represents a buying opportunity and is engaged in active discussions with potential acquisition targets.
Perficient, a leading eBusiness solutions provider to Global 2000 and major midsize companies, enables its clients and partners to optimize profitability and strengthen customer relationships through reliable, quick- to-market eBusiness solutions. Perficient employs more than 175 professionals in, now, five offices in the United States, Canada and Europe. Perficient’s partners are leading eBusiness technology and services providers including IBM, Sun, Microsoft, Vignette, Intranet Solutions, Autonomy and Interwoven. For more information, visit Perficient’s Web site at www.perficient.com.
Vertecon provides companies with end-to-end eBusiness solutions, including strategic consultation; Web site design and programming; eCommerce applications; Legacy-to-Web systems integration; intranet/extranet implementation; database integration and implementation; and hosting, ongoing monitoring and maintenance of Web sites. Vertecon will bring strong partnerships with Oracle and Digex to the Perficient partner suite. In addition, Vertecon also had agreements with current Perficient partners IBM, Microsoft and Sun. For more information, visit Vertecon’s Web site at www.vertecon.com
Safe Harbor Statement
"Safe Harbor’’ statement under the Private Securities Litigation Reform Act of 1995: This news release contains forward-looking statements, particularly with respect to our ability to complete and successfully integrate the Vertecon, Inc. acquisition and other acquisitions, the expectation that the proposed transaction is expected to be accretive to earnings, the combined annual sales of the companies and the size, strength and effectiveness of the combined companies that are subject to risk and uncertainties, including, but not limited to, the impact of competitive services, demand for services like those provided by the Company and market acceptance risks, fluctuations in operating results, cyclical market pressures on the technology industry and other risks detailed from time to time in the Company’s filings with Securities and Exchange Commission. Our reported results may be subject to adjustments, reserves, and other items that may be identified during the normal year-end audit process.