iPrint: Proposed Asset Sale, Interim Operating Agreement with MadeToOrder.com
Press release from the issuing company
SANTA CLARA, Calif., Aug. 22, 2002 -- iPrint Technologies, inc. announced today that it has come to an agreement in principle with MadeToOrder.com, Inc. (MTO), a privately held technology leader for business-to-business procurement of logo merchandise, with regard to the sale of substantially all of iPrint's assets. It is expected that the transaction, if consummated, will be structured as part of an assignment for the benefit of creditors under California law.
In connection with this proposed transaction, iPrint has received a loan commitment from MTO for up to $1 million of which $750,000 has been advanced to date. The companies have also announced that they have agreed in principle to put in place an operating agreement which will contain a provision that MTO will guarantee iPrint vendor purchases which are shipped on or after August 26, 2002.
The Company believes that the proposed transaction is the best available alternative that will allow the Company to return the maximum amount to the Company's creditors and will also allow the Company to continue to serve its customers without interruption. An assignment for the benefit of creditors, which is being used to facilitate this transaction, is a proceeding in which all assets of the Company are transferred to a trustee to be sold for the benefit of the Company's creditors, with any amounts remaining distributed to the Company's security holders.
In connection with these agreements, iPrint has agreed that until the earlier of 180 days from August 12, 2002 or until the completion or termination of any transaction with MTO, neither it nor any of its affiliates or agents shall solicit, initiate, encourage or in any way facilitate any inquiry, proposal, negotiation or agreement from any other party concerning a possible merger, consolidation or other business combination involving iPrint or an acquisition of a substantial portion of iPrint's capital securities or assets, nor shall they take other actions inconsistent with the consummation of the proposed transaction with MTO.
Certain officers, directors, and stockholders of iPrint have irrevocably committed to vote their shares, representing approximately 58 percent of iPrint's outstanding shares, in favor of the transaction.
In April, Rod Brown was named president and chief executive officer of MadeToOrder.com. Brown founded The Harwood Company, a leading national advertising specialty distributor, which he sold to MadeToOrder.com in January 2000.
MadeToOrder.com has received $50 million in venture capital financing, led by Sanders' Alloy Ventures. Other investors include Nexus Group, Charter Venture Capital, Alpine Technology Ventures, Crescent Venture Investors, Band of Angels LP, and Sara Lee Corporation.
The company began business 1992 as Austin James, Inc., based in Redwood City, Calif. In addition to Harwood, MadeToOrder.com, in 2000, also acquired Shea Hammond, a creative promotional marketing group based in Palo Alto, making it the single most comprehensive promotional product service on or off the Web.
MadeToOrder.com, founded in 1999, is the technology leader in business-to-business e-procurement for the Fortune 1000 companies' logo merchandise needs. It offers customers an end-to-end web-based solution for all logo branded products. MadeToOrder.com uses quality merchandise such as: Sara Lee's Hanes, Champion and OuterBanks brands, Swiss Army, Leeds, Cutter and Buck, and A.T. Cross. The company has a diverse list of corporate clients, including MCIWorldcom, Cisco, The GAP, Playstation, E-Trade and national not for profit organizations such as the YMCA. MadeToOrder.com is headquartered in Palo Alto, Calif.
WhatTheyThink is the global printing industry's leading independent media organization with both print and digital offerings, including WhatTheyThink.com, PrintingNews.com and WhatTheyThink magazine versioned with a Printing News and Wide-Format & Signage edition. Our mission is to provide cogent news and analysis about trends, technologies, operations, and events in all the markets that comprise today’s printing and sign industries including commercial, in-plant, mailing, finishing, sign, display, textile, industrial, finishing, labels, packaging, marketing technology, software and workflow.