Bridgeline Digital, Inc. (NASDAQ: BLIN), a provider of cloud-based
Web Content Management, eCommerce and Marketing Automation
software, announced today its intention to acquire certain assets
of Stantive Technologies Group (Stantive), a provider of
OrchestraCMS, the only digital experience platform 100% natively
integrated with Salesforce.
Bridgeline has entered into an Asset Purchase
Agreement with Stantive that provides for the acquisition by the
Company of certain assets including all intellectual property and
customer contracts of Stantive for approximately $5 million in cash
and assumption of $400,000 of related liabilities. The
proposed acquisition of Stantive’s assets is the result of a bid
process conducted under the Bankruptcy and Insolvency Act (Canada)
in the Ontario Superior Court of Justice in Bankruptcy and
Insolvency located in Toronto, Ontario (the Bankruptcy
Court). In connection with the proposed acquisition,
Bridgeline made a non-refundable deposit of approximately
$500,000. Subject to obtaining necessary financing and
approval by the Bankruptcy Court, the Company currently expects to
complete the transaction on March 1, 2019.
Stantive, headquartered in Kingston, Ontario,
provides its OrchestraCMS software in a native Salesforce.com
content management platform with customers generating monthly
recurring revenue (MRR) from subscription contracts of
approximately $300,0001 .
This proposed asset purchase would be Bridgeline’s
second strategic acquisition in 2019. Earlier this year
Bridgeline executed an Asset Purchase Agreement with SeeVolution,
Inc. that included the acquisition of its Celebros Search products,
which generates approximately $100,000 of MRR2.
The anticipated acquisition of Stantive’s
assets is intended to continue the expansion of Bridgeline’s
Unbound product suite to provide the complementary Stantive
Portal/Intranet as a way to offer differentiation and to better
serve the Company’s customers. With the addition of OrchestraCMS,
Bridgeline will have technology based on native integration to
Salesforce that allows its customers to access the CRM’s
infrastructure, security model, data, apps, workflow and other
processes including the Salesforce cloud’s governance and
compliance capabilities. OrchestraCMS’ rich set of APIs
should also increase Bridgeline Unbound’s ability to develop custom
solutions, access seamless third-party integrations and deliver
complex digital transformation initiatives – all with the added
benefit of being directly built on the Salesforce platform.
“Combining Bridgeline, Stantive and SeeVolution
would create a platform with a broad product suite that includes
unique portal, eCommerce, and AI capabilities that brings
innovative offerings to our customers and differentiates us from
other businesses in our market,” said Ari Kahn, CEO of Bridgeline
Digital.
Additional Information About the Proposed
Transaction and Where to Find it
The transaction contemplated by the Asset Purchase
Agreement with Stantive is subject to a number of customary
conditions, including the completion of due diligence, the
performance of each party’s obligations under the Asset Purchase
Agreement and the Bankruptcy Court’s authorization and approval of
the Asset Purchase Agreement. The Company intends to finance the
acquisition of the assets from Stantive through the issuance of
debt and/or equity securities. No assurances can be provided that
the Bankruptcy Court will approve the acquisition, or that the
Company will be successful in its attempts to secure sufficient
capital to consummate the acquisition of the assets.
This release is being made in respect of the
proposed transaction involving the Company and Stantive pursuant to
the terms of an Asset Purchase Agreement by and among the Company
and Stantive. In connection with the proposed transaction, the
Company has filed a Current Report on Form 8-K on February 19, 2019
with the SEC which included a copy of the Asset Purchase Agreement
and Investor Presentation as Exhibits thereto. Additionally,
the Company will post a copy of the Current Report on Form 8-K on
the Company’s website located at
https://www.bridgeline.com/about/investor-relations. Copies of the
documents filed with the SEC by Bridgeline will be available free
of charge at the SEC’s website at www.sec.gov.
About Stantive Technologies Group
Stantive Technologies Group is a Salesforce
Platinum Innovation Partner and is revolutionizing the content
management industry. Stantive’s OrchestraCMS is the only content
and digital experience platform (DXP) built 100% native on the
world’s leading customer success platform — Salesforce.
OrchestraCMS helps Salesforce customers create compelling digital
experiences for their customers, partners, and employees; uniquely
combining content with business data, processes, and applications
across any digital channel or device including Salesforce
Communities, social media, portals, intranets, websites,
applications and services. Stantive customers are supported by a
robust ecosystem of certified OrchestraCMS partners. OrchestraCMS
also has a rich set of APIs to enable development of custom
solutions, third-party integrations and deliver digital
transformation initiatives on the Salesforce platform helping
customers drive deeper engagement and collaboration, increase
efficiency and minimize risk.
About Bridgeline Digital
Bridgeline Digital, The Digital Engagement
Company™, helps customers maximize the performance of their full
digital experience from websites and intranets to eCommerce
experiences. Bridgeline's Unbound platform is a Digital Experience
Platform that deeply integrates Web Content Management, eCommerce,
eMarketing, Social Media management, and Web Analytics with the
goal of assisting marketers to deliver exceptional digital
experiences that attract, engage, nurture and convert their
customers across all channels. Headquartered in Burlington, Mass.,
Bridgeline has thousands of quality customers that range from
small- and medium-sized organizations to Fortune 1000 companies. To
learn more, please visit www.bridgeline.com or call (800)
603-9936.
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995
All statements included in this press release,
other than statements or characterizations of historical fact, are
forward-looking statements. These forward-looking statements are
based on our current expectations, estimates and projections about
our industry, management's beliefs, and certain assumptions made by
us, all of which are subject to change. Forward-looking
statements can often be identified by words such as "anticipates,"
"expects," "intends," "plans," "predicts," "believes," "seeks,"
"estimates," "may," "will," "should," "would," "could,"
"potential," "continue," "ongoing," or similar expressions, and
variations or negatives of these words, and includes statements
regarding completing the transaction contemplated by the Asset
Purchase Agreement with Stantive on March 1, 2019, the Company’s
intention to finance the acquisition of the assets from Stantive
through the issuance of debt and/or equity securities, the intent
of the acquisition to continue the expansion of the Company’s
Unbound product suite to provide the complementary Stantive
Portal/Intranet as a way to offer differentiation and to better
serve the Company’s customers and OrchestraCMS’ rich set of APIs
increasing Bridgeline Unbound’s ability to develop custom
solutions, access seamless third-party integrations and deliver
complex digital transformation initiatives. These forward-looking
statements are not guarantees of future results and are subject to
risks, uncertainties and assumptions, including, but not limited
to, the approval of the acquisition of Stantive by the Bankruptcy
Court; the ability of the Company to raise equity or debt
capital necessary to consummate the acquisition; the ability of the
Company to consummate the acquisition by March 1, 2019; obtain
required funding, the ability of OrchestraCMS’ set of APIs to
increase Bridgeline Unbound’s ability to develop custom solutions,
access seamless third-party integrations and deliver complex
digital transformation initiatives; the impact of the weakness in
the U.S. and international economies on our business; our inability
to manage our future growth effectively or profitably, fluctuations
in our revenue and quarterly results; our license renewal rate; the
impact of competition and our ability to maintain margins or market
share; the limited market for our common stock; the volatility of
the market price of our common stock; the ability to maintain our
listing on the NASDAQ Capital market; the ability to raise working
capital; the performance of our products; our ability to respond to
rapidly evolving technology and customer requirements; our ability
to protect our proprietary technology; the security of our
software; our dependence on our management team and key personnel;
our ability to hire and retain future key personnel; or our ability
to maintain an effective system of internal controls as well as
other risks described in our filings with the Securities and
Exchange Commission. Any of such risks could cause our actual
results to differ materially and adversely from those expressed in
any forward-looking statement. We expressly disclaim any obligation
to update any forward-looking statement.
Contact:
Carl Prizzi
Bridgeline Digital, Inc
EVP Products & Solutions
press@bridgeline.com
_____________________________
1 Actual MRR reported by Stantive is unaudited and
may vary during the reported period, and such variances may be
material. As a result, investors should not place undue reliance of
the unaudited MRR reported by Stantive during the reported
period.
2 Actual MRR reported by SeeVolution are unaudited
and may vary during the reported period, and such variances may be
material. As a result, investors should not place undue reliance of
the unaudited MRR reported by SeeVolution during the reported
period.
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