AutoInfo, Inc. Announces Agreement to Be Acquired by AutoInfo Holdings, LLC, a Subsidiary of Comvest Partners

AutoInfo, Inc. Announces Agreement to Be Acquired by AutoInfo Holdings, LLC, a 
Subsidiary of Comvest Partners 
BOCA RATON, FL -- (Marketwire) -- 03/01/13 --  AutoInfo, Inc. (OTCBB:
AUTO) (the "Company" or "AutoInfo") announced today that the Company
has entered into a merger agreement with AutoInfo Holdings, LLC, a
subsidiary of Comvest Investment Partners IV, L.P., one of the
investment funds managed by Comvest Partners ("Comvest"), pursuant to
which Comvest has agreed to acquire the Company for $1.05 per share
in cash, which represents a 7% premium to the Company's closing share
price on February 28, 2013 and a 21% premium to the Company's average
closing share price for the six month period ending February 28,
The Company's Board of Directors has unanimously approved the merger
agreement with Comvest and has resolved to recommend that the
Company's stockholders adopt the merger agreement and approve the
Harry Wachtel, the Company's Chief Executive Officer, said,
"Comvest's growth strategy is to acquire well managed companies that
are leaders in their market and effectively oversee their
performance. The merger will allow for greater stability, focus, and
flexibility for AutoInfo to achieve its strategic goals and growth. I
believe that the transaction will yield benefits to each of our
customers, employees and agents." 
Mark Patterson, Chairman of the Company's Strategic Initiatives
Committee and the Special Committee of the Company's Board of
Directors with respect to the proposed transaction added, "I am
pleased that the hard work of our team has yielded this opportunity
for our stockholders to realize on the value we have created." 
John Caple, Managing Director of Comvest said, "We are excited to
partner with the team at AutoInfo. They have created an impressive
track record of growth and we look forward to the success of the
Company going forward." 
Transaction Details 
Completion of the transaction is subject to the approval by holders
of a majority of the Company's common shares and other customary
closing conditions (which is not conditioned on financing). Assuming
the satisfaction of conditions, the transaction is expected to close
in the second quarter of calendar 2013. 
Stephens Inc. acted as financial advisor, a
nd Roetzel & Andress, LPA
and Morse, Zelnick, Rose & Lander, LLP acted as legal advisors, to
the Company. 
McDermott Will & Emery LLP, acted as legal advisors to Comvest. 
AutoInfo, Inc. operates in two business segments, non-asset based
transportation services and agent support services. The non-asset
based transportation services segment includes its brokerage and
contract carrier services which are provided through a network of
independent sales agents throughout the United States and Canada.
Revenue in this segment is generated from freight transportation
transactions. The agent support services segment includes an array of
services that we provide to our agent network to support and
encourage the expansion of our agents' businesses, primarily
financial support through interest bearing long-term loans,
sales-type leases (which facilitate the acquisition of trucks by
owner-operators), and non-interest bearing short-term loans, as well
as other services including training, margin analysis, marketing
assistance, industry and market segment data and business analysis
tools. Revenue in this segment consists primarily of interest on
interest bearing loans and profits and interest earned on sales-type
AutoInfo Holdings, LLC is a wholly-owned subsidiary of Comvest
Investment Partners IV, LP, one of the investment funds managed by
Comvest Partners, a private equity firm with over $1.3 billion of
assets under management ("Comvest"). Comvest's personnel include
seasoned, senior level operating executives who partner with managers
and owners of companies to operationally improve businesses and
create long-term value. Since 2000, Comvest has invested more than
$1.6 billion of capital in over 110 public and private companies. 
In connection with the proposed merger, the Company will file with
the SEC and mail to its stockholders a proxy statement, which will
contain information about the Company, the proposed merger, and
DECISION ABOUT THE MERGER. In addition to receiving the proxy
statement or a notice of internet availability of the proxy statement
from the Company by mail, stockholders will also be able to obtain
the proxy statement, as well as other filings containing information
about the Company, without charge, from the SEC's website
( or, without charge, from the Company by mail or from
the Company website ( The Company and its executive
officers and directors may be deemed to be participants in the
solicitation of proxies from Company stockholders with respect to the
proposed merger. Information regarding any interests that the
executive officers and directors of the Company may have in the
transaction will be set forth in the proxy statement. More detailed
information regarding the identity of the potential participants, and
their direct or indirect interests, by security holdings or
otherwise, will be set forth in the proxy statement and other
materials to be filed with the SEC in connection with the proposed
This communication does not constitute an offer to sell or the
solicitation of an offer to buy securities or solicitation of any
vote or approval. 
This release contains forward-looking statements that involve
numerous risks and uncertainties. The statements contained in this
communication that are not purely historical are forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, including, without limitation,
statements regarding the expected benefits and closing of the
proposed transaction and AutoInfo's expectations, beliefs and
intentions. All forward-looking statements included in this
communication are based on information available to AutoInfo on the
date hereof. In some cases you can identify forward-looking
statements by terminology such as "may," "can," "will," "should,"
"could," "expects," "plans," "intends," "anticipates," "believes,"
"estimates,' "predicts," "projects," "targets," "goals," or
variations of such words, similar expressions, or the negative of
these terms or other comparable terminology. No assurance can be
given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
impact they will have on our results of operations or financial
condition. Accordingly, actual results may differ materially and
adversely from those expressed in any forward-looking statements.
There are various important factors that could cause actual results
to differ materially from those in any such forward-looking
statements, many of which are beyond AutoInfo's control. These
factors include (A) failure to obtain stockholder approval or failure
to satisfy other conditions required for the consummation of the
merger, (B) failure or delay in consummation of the transaction for
other reasons, Copyright changes in laws or regulations, (D) changes
in the financial or credit markets or economic conditio
ns generally
and (E) other risks as are mentioned in reports filed by AutoInfo
with the Securities and Exchange Commission from time to time.
AutoInfo does not undertake any obligation to publicly release any
revision to any forward-looking statements contained herein to
reflect events and circumstances occurring after the date hereof or
to reflect the occurrence of unanticipated events. Caution should be
taken that these factors could cause the actual results to differ
from those stated or implied in this and other AutoInfo
For further information contact:
William Wunderlich
Executive Vice President and Chief Financial Officer
(561) 988-9456 ext 201 
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