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PRESS
RELEASE
Contact: Steve Runkel, President/CEO
Quatech, Inc.
5675 Hudson Industrial Parkway
Hudson, OH 44236-5012
Phone: 330-655-9000
Fax: 330-655-9010
Email: steve.runkel@quatech.com
FOR RELEASE April 26, 2005
DPAC and QuaTech Sign Definitive Agreement to Merge
Garden Grove, CA and Hudson, OH - April 26, 2005 - DPAC Technologies
Corp. (NASDAQ: DPAC) and QuaTech, Inc. (www.quatech.com)
announced today that they have completed and signed a definitive merger
agreement that sets forth the terms of their proposed merger on a stock-for-stock
basis. The companies had signed a letter of intent on March 8, 2005 to
negotiate the agreement which is now completed. Following the transaction,
QuaTech will be a wholly-owned subsidiary of DPAC; and in the merger,
DPAC will exchange newly issued shares of common stock of DPAC for privately-held
QuaTech's shares. The merger is subject to certain conditions, including
approval of DPAC's shareholders, the raising of an additional $4 to $5
million in new financing and the absence of material adverse changes.
Under the agreement, QuaTech's shareholders and stakeholders would receive
DPAC shares in an amount equal to 150 percent of the amount of DPAC's
partially diluted shares (those shares currently outstanding plus those
issued or issuable under outstanding options and warrants on a net exercise
basis) on a record date to be determined. The merged company will have
a new seven-member board with three inside directors and four independent
members. The merged company management will be led by Kim Early, current
DPAC CEO, as Chairman, and Steven Runkel, current QuaTech CEO, as Chief
Executive Officer.
The companies expect to file an S-4 Registration Statement, seek DPAC
shareholder approval and to secure the appropriate financing over the
next eight to twelve weeks.
About DPAC Technologies
Located in Garden Grove, California, DPAC Technologies provides embedded
wireless networking and connectivity products for machine-to-machine communication
applications. DPAC's wireless products are used by major OEMs in the transportation,
instrumentation and industrial control, homeland security, medical diagnostics
and logistics markets to provide remote data collection and control. The
Company's web site address is www.dpactech.com.
Information concerning DPAC is filed by DPAC with the SEC and is available
on the SEC website, www.sec.gov.
About QuaTech
QuaTech, a privately-held company, is an industry performance leader in
device networking and connectivity solutions. Through design, manufacturing
and support, QuaTech maintains the highest levels of reliability and performance.
Satisfied customers include OEMs, VARs and System Integrators, as well
as end-users in many industries, including banking, retail/POS, access
control, building automation and security, and energy management. QuaTech
is a leading supplier of data connectivity products to financial institutions,
serving five of the top 10 U.S. banks. Founded in 1983 and headquartered
in Hudson, Ohio, QuaTech sells and supports its solutions both direct
and through a global network of resellers and distributors. (www.quatech.com)
Based on its 2004 unaudited financial information, in its last full fiscal
year, QuaTech revenues were approximately $10,000,000, and Quatech had
a net after tax profit.
Forward-Looking Statements
This press release includes forward-looking statements. You can identify
these statements by their forward-looking words such as "may,"
"will," "expect," "anticipate," "believe,"
"guidance," "estimate," "intend," predict,"
and "continue" or similar words or any connection with any discussion
of future events or circumstances or of management's current estimates
or beliefs. Forward-looking statements are subject to risks and uncertainties,
and therefore results may differ materially from those set forth in those
statements. The transaction is subject to certain conditions, including
DPAC's shareholders approval, which must be fulfilled in order to close.
Full details of the transaction will be provided to DPAC shareholders
and filed with the SEC by DPAC as and when appropriate. The transaction
is and shall continue to be subject to numerous conditions and contingencies
until the transaction is completed. DPAC Technologies Corp. will provide
further detailed information to its shareholder as and when required to
solicit their consent. The transaction's costs and diversion of management
attention could negatively impact results. Other factors that affect DPAC's
business and its ability to conclude a merger transaction include, but
are not limited to, that our Airborne products are new, that we
sell to original equipment manufacturers for new product introductions
by them, and that all of these are subject to risks and uncertainties
regarding new product introductions such as uncertainty of market acceptance.
The parties need additional financing to complete the transactions as
envisioned. Such financing may not be available on favorable terms. Also,
there can be no assurance that such transaction will be completed, or
if completed that it will be successful. The transaction would involve
in a change of control, in that it is likely that voting control of DPAC
may be given to former shareholders of QuaTech, and if the principal former
shareholders of QuaTech were to act in concert, they might be able to
elect a majority of DPAC's Board of Directors. More information about
the risks and challenges faced by DPAC Technologies Corp. is contained
in the Securities and Exchange Commission (SEC) filings made by the Company
on Forms 10-K, 10-Q and 8-K. DPAC Technologies Corp. specifically disclaims
any obligation to update or revise any forward-looking statements whether
as a result of new information, future developments or otherwise.
Additional Information:
DPAC and QUATECH strongly urge their respective shareholders to read the
relevant documents related to this transaction as and when filed by DPAC
with the SEC, because they shall contain important information all the
shareholders should consider. All DPAC's SEC filings are made available
free of charge at the SEC website (www.sec.gov). Such documents, when
filed, also are made available free of charge by DPAC. DPAC will file
a Form 8-K containing the current agreement between DPAC and QUATECH.
This news release is neither a solicitation of any proxies nor an offer
of any securities of any kind whatsoever. No securities mentioned herein
have been registered or authorized or approved by any federal or state
securities regulator or commission.
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