Ariston Global to Buy Ace-Comm

Ace-Comm announced that it has entered into an Agreement and Plan of Merger with affiliates of Ariston Global.

Under the terms of the agreement, affiliates of Ariston Global will acquire the company for $19,500,000, less deductions for the repurchase of Ace-Comm's senior secured convertible notes, amounts associated with the repurchase of outstanding warrants, transaction expenses, and change in control expenses. The resulting per share merger consideration is expected to be in the range of $0.54 and $0.56. This represents a premium of roughly 54 percent to 60 percent over the closing price of the company's shares on July 11. Upon the completion of the transaction, Ace-Comm will no longer be a publicly traded company.

The transaction is subject to customary closing conditions and is also conditioned upon Ariston Global securing a portion of the purchase price in debt financing and the approval of Ace-Comm shareholders. Under the terms of the merger agreement, until the earlier of August 8, or the mailing of a proxy seeking approval of the transaction to the Ace-Comm shareholders, Ace-Comm is permitted to solicit alternative transaction proposals from other parties. In addition, the company may, at any time, subject to the provisions of the merger agreement, respond to unsolicited proposals.

Ace-Comm's board of directors has unanimously approved the merger agreement and recommends that company shareholders approve the merger. Rutberg and Company acted as financial advisor to Ace-Comm in connection with this transaction.

"Ariston Global is an outstanding fit for our employees, customers and products," said Jim Greenwell, Ace-Comm President and CEO. "When you add Ace-Comm's capabilities to those of Ariston Global, the combined companies will be able to better serve our customers through a broader product offering and a deeper employee base. As well, the premium to shareholders makes this an offer that the Board believes is in the best interests of shareholders."

Steve Dubnik, co-CEO of Ariston Global, said, "Ace-Comm is a quality company with innovative products that are an excellent fit with our strategic vision. The addition of Ace-Comm into the Ariston Global portfolio immediately extends our market footprint, and will enable us to gain scale, product breadth, and skilled employees that allow us to better meet the diverse and expanding needs of the global OSS/BSS services marketplace."

Ace-Comm is a provider of advanced operations support systems (OSS) and service delivery solutions for telecommunications service providers and enterprises.

Ariston Global is an organization of acquisition, merger and organic growth that will provide enabling tools, services and solutions to the communications industry.

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