Barcoding, Inc. submits a letter of intent to acquire DecisionPoint Systems, Inc. (NYSEAM:DPSI) on February 15, 2024. Barcoding, Inc. entered into a definitive agreement to acquire DecisionPoint Systems, Inc. (NYSEAM:DPSI) for $81.6 million on April 30, 2024. Under the terms of the agreement, DecisionPoint stockholders will receive $10.22 per share in cash. Barcoding Holdings, LLC, a portfolio company of Graham Partners will acquire DecisionPoint Systems in an all-cash transaction. Upon completion of the transaction, DecisionPoint will become a privately held company and its stock will no longer be publicly traded. Graham Partners will fund the transaction. Pursuant to an equity funding letter, dated April 30, 2024 (the ?Equity Funding Letter?), Graham Partners VI, L.P. has committed to provide, or cause other investors to provide, Parent, at the consummation of the Merger, with an equity contribution of up to $56 million. In addition, Sound Point US Direct Lending, certain of its affiliates and Principal Global Investors (collectively, the ?Lenders?) have entered into a debt commitment letter, dated April 30, 2024 (the ?Debt Commitment Letter?), pursuant to which the Lenders have agreed to provide Thames Technology Holdings, Inc., an affiliate of Barcoding,, at the consummation of the Merger, financing in the amount of up to $50 million for the benefit of Barcoding (the ?Debt Financing?). Barcoding, is expected to use the proceeds of the Equity Financing and the Debt Financing to pay the cash merger consideration and certain other payments and expenses related to the Merger. The Company will continue to operate under the DecisionPoint Systems name and brand. If the agreement is terminated by DecisionPoint, it is required to pay termination fee of $2.6 million to Barcoding and if the merger agreement is terminated by Barcoding, it is required to pay termination fee of $5.2 million to DecisionPoint.

The transaction subject to the approval of DecisionPoint stockholders, the absence of any statute, rule, regulation, order, or other legal or regulatory restraint which has the effect of preventing, prohibiting or rendering illegal the consummation of the Merger and the satisfaction of customary closing conditions. Closing of the transaction is not subject to a financing condition. DecisionPoint?s board of directors unanimously approved the merger agreement and recommended that stockholders vote in favor of the merger. Board of directors of Barcoding approved the transaction. Barcoding shareholders approved the transaction. The transaction is currently expected to close in July 2024.

Craig-Hallum Capital Group LLC acted as finance advisor and delivered a fairness opinion to DecisionPoint?s board of directors with respect to the proposed transaction and will receive a fee of approximately $240,000 for its services; and Donald E. Figliulo and Kevin L. Vold of Polsinelli PC and Cole Schotz P.C. are serving as legal counsel. R. Jeffrey Legath, Stephanie Haas, lon Goldberger, Ani Ravi, Richard Horvath, Andrew Braid, Joshua Rawson and Joshua Milgrim of Dechert LLP is acting as legal counsel to Barcoding and its sponsor, Graham Partners. Continental Stock Transfer & Trust Company acted as transfer agent to DecisionPoint.