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xpient announces no restraining order/injunction obtained by SIVA
According to xpient Solutions, last week, in an effort to hinder the transfer of the assets of Progressive Software and the continuation of the business, SIVA Corporation attempted to obtain a temporary restraining order to prevent any transfer of these assets to any party other than SIVA.
August 18, 2004
Charlotte, NC ~ August 19, 2004:According to xpient Solutions, last week, in an effort to hinder the transfer of the assets of Progressive Software and the continuation of the business, SIVA Corporation attempted to obtain a temporary restraining order to prevent any transfer of these assets to any party other than SIVA. Contrary to a press release issued earlier this week by SIVA, a temporary restraining order WAS NOT granted and the assets were transferred to xpient Solutions. Notwithstanding SIVA's assertions to the contrary, xpient is entitled to—and shall—conduct its business in the ordinary course and no sale of the assets to SIVA is contemplated at any time in the future. The assets of Progressive were offered for sale in accordance with Section 9-610 of the Uniform Commercial Code. At that time, SIVA provided a bid that appeared to be the highest and best bid. Patriarch Partners Agency Services, LLC, (the "Agent"), who as agent was conducting the sale, and Progressive's lenders, ARK CLO 2000-I, Limited and Zohar CDO 2003-I, Limited (collectively, the "Patriarch Funds") agreed to accept SIVA's bid based on representations SIVA made regarding its balance sheet and financial condition. According to xpient these representations were fundamental to the acceptance of the SIVA bid since the consideration to be paid had a combination of cash and non-cash components, including a significant promissory note. After the Patriarch Funds accepted SIVA's bid and entered into a purchase agreement with SIVA, the Patriarch Funds discovered that SIVA's balance sheet bore no resemblance to, and was far worse than, the balance sheet as represented to them at the time SIVA's bid was accepted. This information was not disclosed to the Patriarch Funds until the evening before the proposed closing. For that reason, the Patriarch Funds did not consummate the transaction with SIVA and terminated the purchase agreement. Patriarch Funds had made a credit bid for the Progressive assets as a contingency in the event the SIVA transaction was not consummated. After the termination of the agreement with SIVA, this credit bid was accepted. xpient reports a new purchase agreement was executed and the Agent transferred the assets to the Patriarch Funds who then transferred them to a newly formed company, xpient Solutions, LLC. "xpient will continue the level of service and commitment that our customers have come to expect and grow the business with the help of the Patriarch Funds." Said Christopher Sebes, xpient's CEO.NEWS RELEASE:For further information: Christopher Sebes xpient Solutions, LLC christopher.sebes@xpient.com (704) 295-7110
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