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ATG Completes Acquisition of eStara
Cambridge, MA - October 2, 2006 - ATG (Art Technology Group, Inc., NASDAQ: ARTG), today announced it has completed its acquisition of eStara, a privately held company based in Reston, Virginia. ATG announced a definitive agreement on September 19, 2006 to acquire eStara in a stock and cash merger transaction.
eStara's market leading Click to Call, Click to Chat and Call Tracking solutions will advance ATG's mission of enabling online sellers to find customers, convert them to buyers and ensure their satisfaction so they become loyal, repeat, and profitable customers. eStara's Click to Call solution allows an online consumer to request an immediate call from a salesperson or customer care agent, via the telephone or computer.
"We are excited about completing our acquisition of eStara," said Bob Burke, ATG's President and CEO. "Their offerings fit perfectly with ATG's end-to-end commerce solutions which are designed to create demand, improve conversion rates, enlarge average order size and provide excellent customer care. Furthermore, the combination of ATG's on demand initiative with eStara's pure on demand business will accelerate the expansion of our recurring revenue model."
ATG acquired eStara for consideration consisting of approximately 15.3 million shares of common stock and $2.0 million in cash. The merger consideration is subject to adjustment based on eStara's working capital at closing, which has not yet been determined. The number of ATG shares to be issued will be reduced, and the amount of cash to be paid by ATG will increase correspondingly, to the extent that any eStara stockholders do not qualify as accredited investors. Non-accredited stockholders will receive cash in the amount of $2.80 in lieu of each share of ATG stock that they would have otherwise received, up to an aggregate of $3.0 million. In addition, ATG assumed eStara's obligation to pay its employees transaction bonuses of approximately $5.1 million, which will be paid in cash immediately following the closing.
ATG also agreed to pay up to an additional $6.0 million in contingent earn-out payments based on the eStara revenues for fiscal 2007. These merger payments will be payable in March 2008 and may be satisfied, at ATG's option, in the form of cash or ATG stock, subject to certain limits.
Assuming these contingent earn-out payments are paid, the total transaction is valued at approximately $48.3 million, based on the closing sale price of ATG's common stock as reported on the NASDAQ stock market on September 18, 2006. The merger is intended to be effected as a tax-free reorganization for eStara stock holders and is expected to be accounted for by ATG under the purchase method of accounting.
ATG expects to provide an update on its acquisition of eStara during its third quarter 2006 earnings call later this month.
About eStara
eStara is a leading provider of proactive conversion solutions for enhancing online sales. The world's most recognized brands - including Continental Airlines, DaimlerChrysler, Dell Financial Services, and SuperPages.com - leverage eStara's OnDemand services to engage customers with the right form of contact at the right time to increase revenue, reduce website abandonment and improve customer satisfaction. eStara is a wholly owned subsidiary of ATG (Art Technology Group, Inc., NASDAQ: ARTG).
About ATG
ATG (Art Technology Group, Inc., NASDAQ: ARTG) makes the software and delivers the on demand
solutions that the world's most customer-conscious companies use to power their
Tucker Walsh
ATG
+1.617.386.1159
twalsh@atg.com

