Exhibit 99.1
FOR IMMEDIATE RELEASE
Xxxxx Systems, Inc. Reaches Agreement
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To Merge with Duke and Long Distributing Company, Inc.
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Bay City, TX--March 3rd 1999--Xxxxx Systems, Inc. (NASDAQ: EVSI) today announced
that it has reached agreement in principle to enter into a merger transaction
with Duke and Long Distributing Company, Inc. of Paducah, KY. Xxxxxxxxx & Co.
has been retained by the Board of Directors of Xxxxx Systems as financial
advisor to the transaction. The terms of the transaction anticipate that the
current shareholders of Duke and Long will receive 75% of the stock of the
merged entity.
Following consummation of the merger, Xxxxx Xxxx, CEO and President of Duke and
Long will become President and Chief Executive Officer of the combined company.
The combined company will own and operate 145 convenience stores in Kentucky,
Missouri, Alabama, Ohio, Illinois, Kansas, Texas and Louisiana. The combined
company will also supply 188 independently operated convenience stores in its
combined market area. Xxxxx Systems, Inc. currently operates 26 convenience
stores in South Texas and Louisiana and supplies petroleum products to 93
independently operated convenience stores.
X.X. Xxxxx, Xx., Chairman and CEO of Xxxxx Systems, Inc., stated "The proposed
combination of Xxxxx Systems and Xxxx and Xxxx creates a tremendous opportunity
for our shareholders and employees. Duke and Long has been aggressive in their
acquisition strategy and has completed 8 transactions over the past 20 months,
the most recent being a 54 store acquisition. These acquisitions and the
proposed merger will position the combined Company to continue with its strategy
and become a major force in the convenience store industry."
Xxxxx Xxxx, CEO and President of Duke and Long Distributing Company, Inc., added
"Xxxxx Systems gives us a key stronghold in our expansion efforts in the
Southwest and Texas. X.X. Xxxxx, Xx. and Xxxxx Systems have built an excellent
reputation throughout Texas. I strongly feel that the merger of our business
with Xxxxx Systems will enhance our continued efforts at the consolidation of
the regional convenience store industry."
The transaction is subject to the signing of a definitive merger agreement, the
expiration of applicable waiting periods under The Xxxx-Xxxxx-Xxxxxx Antitrust
Improvement Act, the receipt by Xxxxx Systems of a fairness opinion, the
clearance by the Securities and Exchange Commission of proxy materials for a
meeting of shareholders of Xxxxx Systems and the approval of the transaction by
the shareholders of Xxxxx Systems. Xxxxx Systems' shareholders will also vote to
increase the authorized shares from 15 million to 100 million shares. Xxxxx
Systems plans to hold a shareholder meeting to vote on both the merger and the
increase in authorized shares at the earliest opportunity. Subject to the
satisfaction of Nasdaqs' applicable listing requirements, the merged company
plans to continue trading on Nasdaq under the symbol "EVSI."
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This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created hereby. Statements in this release that are
not strictly historical are "forward looking" statements which are subject to
risk and uncertainty. Investors are cautioned that all "forward-looking"
statements contained herein may not be reasonable and assumptions could be
inaccurate, and should not be construed, considered or assumed as guarantees.
The inclusion of such information should not be regarded as a representation or
guarantee, by the Company, or any other person, that the objectives and plans,
stated herein, will be achieved. Unknown factors could cause actual results to
differ as well as other risks detailed in the company's reports filed with the
Securities and Exchange Commission, including its 10K and 10Q filings.
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