Merger Proposal to Acquire Presidion Solutions, Inc. Terminated
CORAL SPRINGS, Fla., Feb. 4 -- Accessity Corp. reported today that the previously announced non-binding Memorandum of Understanding to acquire Presidion Solutions, Inc. has been terminated. Accessity, formerly known as DriverShield Corp., received notice yesterday from Presidion that it had terminated the Memorandum of Understanding signed by Accessity and Presidion that contemplated the merger of Presidion into a wholly owned subsidiary of Accessity. Presidion alleged that Accessity had breached the Memorandum by: not completing its due diligence relevant to the Bridge Loan in a reasonable time, not providing Presidion a Bridge Loan of $1.5 million and not using its best efforts to complete the transaction with Presidion. The Memorandum of Understanding dated January 17, 2003 called for Accessity to provide Presidion a Bridge Loan of $1.5 million that was to be fully secured by: (i) all of the assets of Presidion subject to the prior interest of Comerica Bank, Presidion's primary lender, (ii) real estate located in North Miami, Florida that is owned by two of the Presidion shareholders and was to be personally guaranteed jointly and severally by the present shareholders of Presidion. To date, the title search on the real estate to secure the Bridge Loan had not yet been returned by the title company, the various UCC, lien and litigation searches had not been completed and Presidion had not yet contacted its primary lender to obtain the bank's consent to the Bridge Loan. Moreover, under the terms of the Memorandum of Understanding, the Bridge Loan section of the Memorandum was non-binding upon the parties and therefore provided no reason for termination of the Memorandum by either party. Barry Siegel, Chief Executive of Accessity stated: "We were conducting proper due diligence relevant to the Bridge Loan. Presidion informed us that time was of the essence, so we acted upon all due diligence information that was provided to us the moment it was received. We used every available means to move the process along as quickly as possible performing our tasks as any other secured lender would, in order to fully protect the interests of our shareholders. Rather than wait for the various searches to be completed, the appraisal on the real estate, the completion of due diligence and the consent of Presidion's primary lender, Presidion demanded that we bypass appropriate business protocol and fund a loan for $1.5 million without enabling us to fully secure the loan to protect our shareholders' interests, which we refused to do." Presidion notified us that unless we were prepared to immediately fund the Bridge Loan, they would be forced to receive funding from another source. We notified Presidion that we would be unable to fund the Bridge Loan until the completion of due diligence to assure us that there were sufficient assets available to fully secure the loan. Additionally, we advised Presidion that communication with third parties that were offering alternative funding opportunities was specifically prohibited by the "No Solicitation" clause of the Memorandum of Understanding. Presidion then terminated the Memorandum of Understanding. We intend to assert all of our legal remedies against Presidion and any other relevant third parties that may have participated in this breach." Accessity believes that Presidion has wrongfully terminated the Memorandum of Understanding and has demanded payment by Presidion of the Break-up Fee of $250,000. Should the Break-up Fee not be paid by Presidion within three business days, as prescribed in the Memorandum of Understanding, Accessity intends to file a Demand for Arbitration with the American Arbitration Association to compel payment of the Break-up Fee. Additionally, Accessity is investigating whether Presidion and any third parties have violated the "No Solicitation" clause of the Memorandum of Understanding, and if so, Accessity intends to assert claims against any culpable third parties for tortious interference with contract. Accessity Corp., formerly known as DriverShield Corp., founded in 1983, provides nationwide Internet-based collision repair and claims management services for auto insurance companies and offers automotive discounts and services programs to members of affinity groups, primarily through financial institutions and membership organizations, serving the needs of approximately one million drivers. The Company has contracts with many of the largest and best-known insurance companies and financial institutions. The Company recently launched a new business unit called Sentaur, which provides financial subrogation services to the health care industry. This announcement contains "forward looking statements." Words "anticipate," "believe," "estimate," "expect" and other similar expressions as they relate to the Company and its management are intended to identify such forward looking statements. Although the Company and its management believe that the statements contained in this announcement are reasonable, it can give no assurances that such statements will prove correct. Factors that could affect the occurrence of events or results discussed herein are included with those mentioned in the Company's filings with the Securities and Exchange Commission.