Filed by PerfectData Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: SuperCom Ltd.
Commission File Number: 0-12817
THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY PERFECTDATA CORPORATION AND
SUPERCOM LTD. ON JULY 8, 2003 AND FILED ON JULY 8, 2003 ON A FORM 8-K WITH THE
SEC.
SUPERCOM LTD. AND PERFECTDATA CORPORATION
ENTER INTO DEFINITIVE MERGER AGREEMENT
Raanana, Israel and Simi Valley, CA - July 8, 2003 - SuperCom (NASDAQ Europe:
SPRC), an Israel-based developer of smart card and ID solutions, and PerfectData
Corporation (OTC Bulletin Board: PERF.OB), announced today that they entered
into a definitive merger agreement. As part of the proposed merger, if approved
by the respective shareholders, PerfectData plans to change its name to SuperCom
Corporation or similar name. The terms of the proposed merger are as previously
reported.
SuperCom (http://www.supercomgroup.com) is one of the world leaders in research,
development and marketing of advanced technologies and products for government
secured ID projects and Smart Card production technology. The Company provides
customized solutions and advanced technologies to produce secure and durable
documents such as national identity cards, passports, visas, driving licenses
and vehicle registration.
The closing of the merger agreement is subject to various conditions, including
shareholder approvals, the registration of the shares issued to SuperCom
shareholders on a Registration Statement on Form S-4, Israeli Governmental
entity approvals, Nasdaq Europe and Belgian law approvals and other conditions
related to the obligations of SuperCom and PerfectData under the merger
agreement.
Commenting on the announcement, Avi Schechter, CEO of SuperCom, stated, "This
merger agreement is an important step toward migrating our business operations
to the United States which we believe will be the core market for our products.
We also believe that the merger will both significantly increase the liquidity
of shares of SuperCom's stock as well as allow Supercom to access the U.S.
capital markets when appropriate."
Harris Shapiro, CEO of PerfectData, commented, "I firmly believe that this
transaction with SuperCom provides an outstanding opportunity to maximize
shareholder value for the PerfectData shareholders."
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About SuperCom
SuperCom Ltd. (Nasdaq Europe: SPRC) is one of the world leaders in research,
development and marketing of advanced technologies and products for government
secured ID projects and Smart Card production technology. SuperCom provides
customized solutions and advanced technologies to produce secure and durable
documents such as national identity cards, passports, visas, driving licenses
and vehicle registration. SuperCom also provides application software for the
management of national population registries. Together with its subsidiaries,
SuperCom offers advanced, innovative and flexible solutions in contactless smart
card technologies. Headquartered in Israel, SuperCom has offices in the United
States, Hong Kong and China.
About PerfectData
PerfectData Corporation based in Simi Valley, California, designs and markets a
broad line of computer, office care and maintenance products and accessories.
The products are designed to eliminate or minimize contamination in and around
computers and office automation equipment, and to enhance user performance.
For further information, please contact:
Mr. Eyal Tuchman, CFO, SuperCom Tel +972-97750800 E-mail:
eyalt@supercomgroup.com
www.supercomgroup.com
Additional Information and Where to Find It
PerfectData will be filing relevant documents concerning this transaction with
the Securities and Exchange Commission, including a Registration Statement on
Form S-4 containing a joint prospectus/proxy statement. PERFECTDATA AND SUPERCOM
URGES INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain the joint prospectus/proxy
statement and other documents that will be filed by PerfectData with the
Commission free of charge at the Commission's web site (http://www.sec.gov) or
by directing a request after such a filing is made to PerfectData Corporation,
110 West Easy Street, Simi Valley, California 93065-1689, Tel: (805) 581-4000,
Attn: Irene J. Marino, Vice President Finance or to SuperCom Ltd., Millennium
Building, 3 Tidhar Street, P.O. Box 2094, Raanana 43665, Israel +972-9-7750800,
Attn: Eyal Tuchman.
PerfectData and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in connection with the proposed
merger. Information about PerfectData directors and executive officers and their
ownership of PerfectData voting securities is set forth in the proxy statement
for PerfectData's 2002 annual meeting of stockholders as filed with the
Commission on November 18, 2002. Additional information about the interests of
those participants may be obtained from reading the definitive proxy statement
regarding the proposed transaction when it becomes available.
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Safe Harbor
This news release contains forward-looking statements. Such statements are valid
only as of today, and we disclaim any obligation to update this information.
These statements, which include, but are not limited to, the successful
completion of the proposed merger and the benefits expected to be derived
therefrom, are subject to known and unknown risks and uncertainties that may
cause actual future experience and results to differ materially from the
statements made. These statements are based on our current beliefs and
expectations as to such future outcomes.