EX-99.1
3
v118340_ex99-1.htm
Unassociated Document
EXHIBIT 99.1
Premier
Online Wholesaler and Closeout Company DollarDays International has Merged
with
Insignia Solutions
Scottsdale,
AZ - June 26, 2008 - Insignia Solutions PLC (INSGY.PK) ("Insignia") today
announced it has merged with DollarDays International, Inc. ("DollarDays"), a
leading online wholesaler and closeout company that assists small businesses
in
competing against larger enterprises.
Under
the
terms of the agreement, DollarDays' business
assets and operations were merged into a subsidiary of Insignia in exchange
for
the issuance of American Depository Receipts ("ADRs") for approximately 73.3
million Insignia ordinary shares to DollarDays' shareholders. This will result
in a combined company that has generated unaudited revenues for the five months
ended May 31, 2008 of just over $4.0 million, and has approximately
$3.0 million in cash and cash equivalents after closing of the transaction.
After
the
transaction, which closed on June 23, 2008, and after the issuance of
approximately 7.7 million ADRs that raised $1.0 million in a concurrent private
financing transaction, current Insignia ADR holders will own approximately
37%
of the ongoing combined company. Approximately 52 million new ADRs will be
issued at this time, and the remainder will be issued following shareholder
authorization of an increase in Insignia's authorized share capital. The merger
did not require approval by Insignia shareholders.
Upon
completion of the deal, Peter Engel, Chairman and Chief Executive Officer of
DollarDays, was appointed to the same positions of Insignia.
Peter
Engel, commented, "We are thrilled to have completed this merger with Insignia.
This is a significant step in the advancement of our company. Not only will
this
transaction provide us with greater access to raising capital, but it will
also
allow us to use our shares as currency for strategic acquisitions within the
multi-billion dollar small-reseller market".
Engel
continued, "DollarDays operates in an attractive market with the potential to
grow rapidly. We believe that with prudent use of the cash within the company,
we can significantly increase our growth rate and deliver value to
shareholders".
Concurrent
with the transaction, Insignia announced the settlement of the previously
announced indemnification claim against it by Smith Micro Software, Inc. In
March 2008, Smith Micro made claims aggregating between $3.5 and $6.5 million
against indemnifications given at the time of a previous asset sale. Rather
than
proceeding with a potentially lengthy and costly arbitration process, Insignia
and Smith Micro agreed to release all claims against each other,
and
Insignia agreed to pay Smith Micro $500,000
and
waive
any claim to a $1.5 million holdback amount held by Smith
Micro.
Conference
Call
Insignia
will host a conference call to discuss the transaction with DollarDays on
Friday, June 27, 2008 at 6PM ET. To access the conference call, please dial
800-254-5933 and reference pass code 53546724.
About
Dollar Days International, Inc.
DollarDays
is a premier online wholesaler and closeout company helping small businesses
and
entrepreneurs to compete against larger enterprises who buy bulk wholesale
merchandise products. DollarDays offers 25,000 high quality goods at wholesale
and bulk prices. Products are sold by the case and prices of our wholesale
supplies are as cheap, or in many cases cheaper, than wholesale suppliers who
buy in bulk. DollarDays prides itself on being a wholesaler who supplies
existing businesses buying wholesale products as well as helping entrepreneurs
open new stores and businesses. The essence of the company's business is that it
is able to buy from manufacturers and importers at prices that chain stores
pay
when buying in large quantities - but have those suppliers ship to DollarDay's
customers directly in single case lots with no minimum purchase requirement.
Hence the company's slogan: "Sold
by the case; priced by the truckload".
About
Insignia Solutions
Insignia
is a United Kingdom legal entity listed on the National Daily Quotations Journal
under the symbol INSGY.PK. Following the sale of substantially all of its assets
to Smith Micro Software Inc. on April 4, 2007 Insignia held cash of
approximately $5 million and had a receivable of $1.5 million related to a
holdback of sale proceeds retained by Smith Micro for 1 year following the
sale.
In March 2008 Smith Micro made claims aggregating between $3.5 and $6.5 million
against indemnifications given at the time of the asset sale. For additional
information about Insignia please visit http://www.insignia.com.
Forward-Looking
Statements
Certain
statements in this press release relating to matters that are not historical
are
forward-looking statements under federal securities laws, and Insignia intends
that such forward-looking statements be subject to the safe harbor created
thereby. Such forward-looking statements are subject to risks, uncertainties
and
other factors that could cause actual results to differ materially from those
referred to in the forward-looking statements. Such factors include, but are
not
limited to, increased access to capital, the availability of acquisitions on
terms we might find advantageous, our ability to increase revenues, our growth
rate, our ability to complete and file our delinquent SEC reports, the market
for our products, and the ability of the company's management, individually or
collectively, to guide the company in a successful manner. Further details
on
these and other risks are set forth in Insignia Solutions' filings with the
Securities and Exchange Commission, including its most recent filings on Forms
10-K and 10-Q. These filings are available on a website maintained by the
Securities and Exchange Commission at http://www.sec.gov.
Insignia Solutions does not undertake an obligation to update forward-looking
or
other statements in this release.
For
more information, please contact:
George
Monk
Insignia
Solutions, PLC
(408)
446-1025

EX - 99 . 1 3 v118340 _ ex99 - 1 . htm Un associated Document EXHIBIT 99 . 1 Premier Online Wholesaler and Closeout Company DollarDays International has Merged with Insignia Solutions Scottsdale , AZ - June 26 , 2008 - Insignia Solutions PLC ( INSGY.PK ) ( " Insignia " ) today announced it has merged with DollarDays International , Inc . ( " DollarDays " ) , a leading online wholesaler and closeout company that assists small businesses in competing against larger enterprises . Under the terms of the agreement , DollarDays ' business assets and operations were merged into a subsidiary of Insignia in exchange for the issuance of American Depository Receipts ( " ADRs " ) for approximately 73 . 3 million Insignia ordinary shares to DollarDays ' shareholders . This will result in a combined company that has generated unaudited revenues for the five months ended May 31 , 2008 of just over $ 4.0 million , and has approximately $ 3.0 million in cash and cash equivalents after closing of the transaction . After the transaction , which closed on June 23 , 2008 , and after the issuance of approximately 7 . 7 million ADRs that raised $ 1.0 million in a concurrent private financing transaction , current Insignia ADR holders will own approximately 37 % of the ongoing combined company . Approximately 52 million new ADRs will be issued at this time , and the remainder will be issued following shareholder authorization of an increase in Insignia 's authorized share capital . The merger did not require approval by Insignia shareholders . Upon completion of the deal , Peter Engel , Chairman and Chief Executive Officer of DollarDays , was appointed to the same positions of Insignia . Peter Engel , commented , " We are thrilled to have completed this merger with Insignia . This is a significant step in the advancement of our company . Not only will this transaction provide us with greater access to raising capital , but it will also allow us to use our shares as currency for strategic acquisitions within the multi - billion dollar small - reseller market " . Engel continued , " DollarDays operates in an attractive market with the potential to grow rapidly . We believe that with prudent use of the cash within the company , we can significantly increase our growth rate and deliver value to shareholders " . Concurrent with the transaction , Insignia announced the settlement of the previously announced indemnification claim against it by Smith Micro Software , Inc . In March 2008 , Smith Micro made claims aggregating between $ 3.5 and $ 6.5 million against indemnifications given at the time of a previous asset sale . Rather than proceeding with a potentially lengthy and costly arbitration process , Insignia and Smith Micro agreed to release all claims against each other , and Insignia agreed to pay Smith Micro $ 500,000 and waive any claim to a $ 1.5 million holdback amount held by Smith Micro . Conference Call Insignia will host a conference call to discuss the transaction with DollarDays on Friday , June 27 , 2008 at 6 PM ET . To access the conference call , please dial 800 - 254 - 5933 and reference pass code 53546724 . About Dollar Days International , Inc . DollarDays is a premier online wholesaler and closeout company helping small businesses and entrepreneurs to compete against larger enterprises who buy bulk wholesale merchandise products . DollarDays offers 25,000 high quality goods at wholesale and bulk prices . Products are sold by the case and prices of our wholesale supplies are as cheap , or in many cases cheaper , than wholesale suppliers who buy in bulk . DollarDays prides itself on being a wholesaler who supplies existing businesses buying wholesale products as well as helping entrepreneurs open new stores and businesses . The essence of the company 's business is that it is able to buy from manufacturers and importers at prices that chain stores pay when buying in large quantities - but have those suppliers ship to DollarDay 's customers directly in single case lots with no minimum purchase requirement . Hence the company 's slogan : " Sold by the case ; priced by the truckload " . About Insignia Solutions Insignia is a United Kingdom legal entity listed on the National Daily Quotations Journal under the symbol INSGY.PK . Following the sale of substantially all of its assets to Smith Micro Software Inc . on April 4 , 2007 Insignia held cash of approximately $ 5 million and had a receivable of $ 1.5 million related to a holdback of sale proceeds retained by Smith Micro for 1 year following the sale . In March 2008 Smith Micro made claims aggregating between $ 3.5 and $ 6.5 million against indemnifications given at the time of the asset sale . For additional information about Insignia please visit http://www.insignia.com . Forward - Looking Statements Certain statements in this press release relating to matters that are not historical are forward - looking statements under federal securities laws , and Insignia intends that such forward - looking statements be subject to the safe harbor created thereby . Such forward - looking statements are subject to risks , uncertainties and other factors that could cause actual results to differ materially from those referred to in the forward - looking statements . Such factors include , but are not limited to , increased access to capital , the availability of acquisitions on terms we might find advantageous , our ability to increase revenues , our growth rate , our ability to complete and file our delinquent SEC reports , the market for our products , and the ability of the company 's management , individually or collectively , to guide the company in a successful manner . Further details on these and other risks are set forth in Insignia Solutions ' filings with the Securities and Exchange Commission , including its most recent filings on Forms 10 - K and 10 - Q . These filings are available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov . Insignia Solutions does not undertake an obligation to update forward - looking or other statements in this release . For more information , please contact : George Monk Insignia Solutions , PLC ( 408 ) 446 - 1025