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Nov. 14, 2013 /PRNewswire/ -- Innotrac Corporation (NASDAQ: INOC) (the "Company" or "Innotrac"), a best-of-breed commerce provider integrating digital technology, fulfillment, and contact center solutions to support global brands, announced today that it has entered into a definitive merger agreement with an affiliate of Sterling Partners, providing for the acquisition of all of the outstanding shares of Innotrac for
$8.20 per share in cash.
Scott Dorfman, the Company's CEO, Chairman and largest shareholder, and other members of the Company's management will continue their leadership of the Company and will retain a significant equity position in the Company after the transaction is closed.
$8.20 per share purchase price represents a 25.2% premium over the closing price of the Company's common stock on
October 21, 2013, the last trading day prior to the beginning of the Company's exclusive negotiations with Sterling Partners, and a 54.4% premium over the average closing price over the 90 days ended
November 14, 2013.
Under the terms of the merger agreement, an affiliate of Sterling Partners will promptly commence a tender offer for all of the outstanding shares of Innotrac. The agreement provides that, promptly after the closing of the tender offer, any shares not tendered in the tender offer will be acquired in a second-step merger at the same cash price as paid in the tender offer. The transaction is expected to close in the first quarter of 2014.
The merger agreement was negotiated on behalf of the Company by a special committee of the board of directors, composed entirely of independent directors, with the assistance of financial and legal advisors selected by it. Following the special committee's unanimous recommendation, Innotrac's board of directors unanimously approved the merger agreement (with Mr. Dorfman recusing himself) and has recommended that Innotrac's shareholders tender their shares in the offer.