[thinnews] MTM Technologies to Acquire Vector ESP

  • From: "Jim Kenzig http://thethin.net" <jimkenz@xxxxxxxxxxxxxx>
  • To: Thinnews <thinnews@xxxxxxxxxxxxx>
  • Date: Tue, 7 Dec 2004 17:34:34 -0800 (PST)

MTM Technologies to Acquire Vector ESP Expands Presence to 12 New Major 
Metropolitan Markets in the Central and Western United States 
http://www.thinplanet.com/news/generic.asp?v=NE78228STAMFORD, Conn. -- Dec. 2, 
2004 -- MTM Technologies Inc. (NASDAQ: MTMC), a leading computer and 
communications technology management company providing IT networking and data 
center services, including storage, security, messaging, and voice over 
internet protocol (VOIP) solutions, today announced that it has entered into a 
definitive agreement to acquire the assets and business operations of Vector 
ESP Inc.
MTM Technologies expects to close the transaction by mid December. Vector, 
headquartered in Houston, Texas, is a Citrix Platinum Solutions Advisor and 
Microsoft Gold Partner, providing advanced technology solutions in application 
delivery and deployment, network infrastructure, messaging and collaboration, 
remote office connectivity and workforce mobility. 

Upon completion of the acquisition, Vector will expand MTM Technologies' 
presence from New York, Southern New England and Southern California to 12 
additional major metropolitan markets in the Central and Western United States, 
including Houston, Dallas, Chicago, Cincinnati, St. Louis, San Francisco, 
Portland and Seattle. Tom Flink, Vector's President and COO and his senior 
management team are expected to join MTM Technologies and lead its Central 
Region operations. During the nine months ended September 30, 2004 Vector 
generated revenues of $40.2 million. Vector will add 157 employees of which 142 
are consultants and technical staff. The combined MTM Technologies and Vector 
workforce will be 327. 

"We are aggressively building out our national services footprint and Vector 
will add to MTM Technologies' presence in major metropolitan markets," said 
Francis J. Alfano, MTM Technologies' CEO. "The acquisition of Vector will 
provide us with nationally recognized technical capabilities in secure access 
solutions as an elite partner with Citrix and Microsoft. These expanded 
capabilities will enable us to supply our client's with IT infrastructure 
solutions in a number of new major markets, as well as provide managed 
solutions nationwide. We are very excited at the prospect of providing our 
clients access to the combined offering of Vector and MTM Technologies and 
believe that completing this acquisition will be a significant step in our 
build out of a leading national middle market IT solutions provider." 

"Vector has long been committed to delivering technology solutions that solve 
business problems," said Tom Flink, President and COO of Vector. "Our customers 
require deep expertise across a broad spectrum of technologies. We are 
committed to meeting those needs by increasing our offerings and capabilities. 
MTM Technologies' focus on delivering integrated services and managed solutions 
is a perfect compliment to our access infrastructure practice and we believe 
that our combined offerings will position us as a premier provider of IT 
services." 

The completion of the acquisition is subject to a number of customary closing 
conditions, including, among others, obtaining third party consents, the 
absence of the occurrence of any material adverse effect on either party, MTM 
Technologies obtaining financing sufficient to fund the transaction and the 
execution of certain employment agreements by senior management of Vector. 

Consideration to be paid by MTM Technologies for the transaction consists of 
$16.8 million in cash, promissory notes in the principal amount of $0.7 million 
and shares of MTM Technologies common stock with a value of $2.0 million, such 
shares to be valued at the greater of the weighted average trading price of 
such common stock for the 20 business days ending immediately prior to the 
closing of the transaction and $2.15. 

In addition, Vector shareholders will retain the cash on hand at Vector at the 
time of close and there will be up to an additional $3 million in consideration 
payable in the event that Vector achieves certain profitability thresholds in 
2005. MTM Technologies expects to finance the cash portion of the consideration 
through the issuance of additional equity and debt securities, although no 
binding agreement for such issuance has been entered into at this time. 

About MTM Technologies 
MTM Technologies Inc. is a leading computer and communications technology 
management company providing IT networking and data center services, including 
storage, security, messaging and VOIP solutions. MTM Technologies' practices in 
Network Analysis, Network & Systems Management, Internet Services, IT 
Consulting, Data & Network Security, Network Infrastructure Engineering, 
Integrated Communications, Technology Acquisition and Deployment, Process 
Automation, and Enterprise LifeCycle Managed Services create a comprehensive 
computer and communication services suite. MTM Technologies' maintains sales, 
technology labs, help desk, network management operation centers, training and 
service facilities in Valley Cottage, New York, New York City, Connecticut, and 
California. MTM Technologies is an authorized reseller/partner and integrator 
for Microsoft, HP, Cisco Systems, Citrix, Lexmark, Intel Corp, IBM, Dell 
Computer, Nortel and Novell. 

About Vector ESP
Vector ESP is one of the leading technology solution providers in the country, 
providing Secure Connected Access to centralized Windows and Web applications. 
With a focus on four practice areas -- Microsoft, Citrix, Captaris and Security 
-- Vector ESP simplifies application access, deployment and management. Through 
12 offices across the country, including Houston, Dallas, Chicago, Cincinnati, 
St. Louis, San Francisco, Seattle and others, Vector offers a wide range of 
solutions enabling organizations to better align IT investments with strategic 
business goals. Vector focuses on Application Delivery & Deployment, Network 
Infrastructure, Workforce Mobility, Remote Office Connectivity, and Messaging & 
Collaboration. Vector operates multiple Learning Centers staffed by experienced 
technical specialists. Vector is headquartered in Houston, Texas. 




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