Compucom Announces Signing of Definitive Agreement in Cic Acquisition

Business Wire, April 10, 1998

DALLAS--(BUSINESS WIRE)--April 10, 1998--CompuCom Systems, Inc. (Nasdaq:CMPC), a leading network integration company, announced that it has signed definitive agreements with Computer Integration Corporation (Nasdaq:CICC) and holders of approximately 55% of CIC's common stock under which CompuCom would acquire CIC in a cash for stock transaction.

Under the terms of the agreements, CompuCom will pay a total of $17.25 million, of which $15.3 million would be used to purchase all of CIC's outstanding preferred stock and common stock. Of the $15.3 million, it is currently anticipated that approximately $12.9 million will be paid to common stockholders -- approximately $10.15 million (or $0.723 per share) in cash at the closing of the transaction and the remaining $2.75 million (or $0.196 per share) will be deposited in an interest-bearing escrow fund. Any amount remaining in the escrow fund after the payment of certain potential post-closing adjustments will be paid to common stockholders approximately one year after closing. The closing sale price of CIC's common stock on April 9, 1998 was $0.56 per share.

The acquisition is subject to a number of conditions including receipt by CIC of a fairness opinion from its investment banker and the termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act. As a result of the written consent of shareholders owning over 50% of CIC's voting stock approving the transaction, no further authorization or approval of CIC's shareholders is required. The acquisition is expected to be completed in 30 to 45 days when legally required disclosures have been made and waiting periods have elapsed.

"We think the strengths of the two companies complement each other," said Ed Anderson, president and CEO of CompuCom. "This acquisition augments our strategy to penetrate mid-tier accounts and enhance our top-line performance," he continued.

CompuCom Systems, Inc., headquartered in Dallas, Texas is a leading provider of network integration services for large enterprises. CompuCom's services include LAN/WAN projects, consulting, asset tracking, network management, help desk, field engineering, configuration, software management, distribution and procurement. CompuCom is accessible via the Internet at www.compucom.com.

CONTACT: CompuCom Systems, Inc.

Edward R. Anderson/M. Lazane Smith, 972/856-3600