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Glowpoint, SharedLabs sign definitive merger agreement

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Glowpoint, SharedLabs sign definitive merger agreement

Glowpoint Inc., a managed service provider of video collaboration and network applications, signed a definitive agreement to acquire software and technology services company SharedLabs Inc. in an all-stock transaction.

The companies entered into a nonbinding letter of intent in November. Under terms of the definitive agreement, Glowpoint will issue 112,802,326 common shares to buy 100% of the equity securities of SharedLabs according to a Dec. 21 news release.

Glowpoint's board will consist of seven members after the completion of the merger. SharedLabs CEO Jason Cory will become CEO of the combined company, which will maintain its headquarters in Jacksonville, Fla.

The merger agreement includes a 45-day "go-shop" provision that allows Glowpoint and its advisers to actively solicit and negotiate with other potential acquirers to determine whether they are interested in making a proposal to acquire Glowpoint. Accordingly, Glowpoint will solicit competing acquisition proposals through February 3, 2019.

The companies expect to finalize the merger in the spring of 2019, subject to stockholder and required regulatory approvals.

The merger agreement also includes a 45-day go-shop provision that allows Glowpoint and its advisers to actively solicit and negotiate with other potential buyers to determine whether they are interested in making a proposal to acquire Glowpoint. Accordingly, Glowpoint will solicit competing acquisition proposals through Feb. 3, 2019.

Arnold & Porter is acting as legal adviser to Glowpoint, while Holland & Knight LLP is acting as legal adviser to SharedLabs.