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PFSweb Completes Merger with eCOST.com
Company Poised to Capitalize on Burgeoning Web Commerce Market
Plano, Texas, Torrance, Calif. February 1, 2006 PFSweb, Inc. (Nasdaq: PFSW), a global
provider of integrated business process outsourcing (BPO) solutions, and eCOST.com Inc., a leading
online discount retailer, announced today the completion of a definitive merger agreement.
Under the terms of the merger agreement, each eCOST.com shareholder is entitled to receive one
PFSweb common share for each outstanding share of eCOST.com in a tax-free, share-for-share
transaction where eCOST.com is now a wholly owned subsidiary of PFSweb. Shareholders of both PFSweb
and eCOST.com overwhelmingly approved the merger at special meetings held last week.
With the completion of the merger, PFSweb now has approximately 41.4 million shares outstanding.
eCOST.com common stock will no longer be listed on Nasdaq effective February 1, 2006.
Mark Layton, CEO of PFSweb, said, We are pleased to complete our merger with eCOST.com on schedule
following the strong support from our shareholders.
We are excited by the long-term growth
opportunities created by this merger and will focus now on the full-scale integration process.
This merger represents a significant milestone for PFSweb, Layton added. We plan to leverage our
operational infrastructure and technology expertise with eCOSTs web commerce capabilities to
generate more profitable and consistent growth. Our three operating divisions, Services, Supplies
Distributors and eCOST.com, combined for $528 million in revenue for the trailing 12 months ended
September 30, 2005. We look forward to improving our growth traction and driving future results as
we complete the integration of our businesses throughout this year.
Adam Shaffer, CEO of eCOST.com, stated, The combination of eCOSTs broad customer base and
distinctive product offerings with PFSwebs advanced technology and distribution platform should
strengthen our position in the multi-billion-dollar web commerce marketplace. We are confident the
strategic benefits that we are targeting as a result of this merger, including the achievement of
an expected $4-5 million in annual cost savings, should optimize future performance and enable
shareholders to participate in a significant growth opportunity.