Fusion-Q Corporation Makes Tender Offer to Acquire Seventh Knight
DALLAS and Vicksburg, Miss., Feb. 22, 2012 /PRNewswire/ -- Fusion-Q announced today that they have made a tender offer to acquire the shares of Seventh Knight, Inc. Fusion-Q Corporation is a wholly owned subsidiary of ALL-Q-TELL (OTCBB: PK: ALLQ), a security and intelligence technology company that delivers technology solutions to government and commercial organizations. Seventh Knight Inc. is a provider of information technology security and management solutions to agencies in the intelligence, defense, homeland security, and cyber domains.
Under the terms, Fusion-Q has tendered an offer to acquire Seventh Knight with Fusion-Q preferred stock in exchange for the 9,674,403 shares of common stock outstanding stock of Seventh Knight. Thereafter, each Fusion-Q preferred share would be convertible into one share of restricted and unregistered All-Q-Tell common stock at $4.86 per share.
Over its 12-year history, Seventh Knight has built a reputation for its implementation of security solutions with measurable results. Together, the organizations offer a full suite of capabilities that will provide end-to-end solutions for customers across government agencies, as well as commercial clients.
"We believe this acquisition will expand the opportunities for both our customers and shareholders as the combination of Fusion-Q and Seventh Knight will allow us to extend the range and depth of information technology security solutions we can offer as well as open new markets to pursue," said Fusion-Q's Chief Executive Officer, David Virgil Dafinoiu.
In 2010, Seventh Knight's patents and proprietary technology were evaluated by CONSOR, an independent intellectual asset management evaluator, which placed a future value of $297,000,000 for Seventh Knight's patents and technology.
Advisors
Advantia Law Group, out of Salt Lake City, UT served as legal advisor to Fusion-Q in connection with the transaction.
About Seventh Knight
Seventh Knight is a provider of security and management software and systems development to U.S. intelligence and military agencies, as well as commercial enterprises. The company is headquartered in Vicksburg, Mississippi.
About Fusion-Q
Fusion-Q operates as a subsidiary of ALL-Q-TELL Corporation (OTCBB: PK: ALLQ). ALL-Q-TELL, through its subsidiaries, develops integrated solutions in the areas of security, intelligence, and law enforcement for addressing threats to the United States and other its allies nations' national security. It also provides strategic, tactical intelligence, and security services to multinational organizations, and the United States and international government customers. ALL-Q-TELL and Fusion-Q are based in Dallas, Texas.
"Safe Harbor" Statement
Statements in this press release regarding matters other than historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company (ALLQ) intends that such statements about the Company's future expectations, and all other forward-looking statements be subject to the Safe Harbors created thereby. The Company is a development stage firm that continues to be dependent upon outside capital to sustain its existence. Since forward-looking statements involve risks and uncertainties and are subject to change at any time, the Company's actual results may differ materially from expected results.
Additional Information
This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of ALL-QTELL.
Investors and Seventh Knight stockholders are strongly advised to carefully read the tender offer statement and the related solicitation/recommendation statement, as they will contain important information, including the various terms of, and conditions to, the tender offer.
SOURCE Fusion-Q
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