UniComp Sells Unibol Ltd., Terminates Merger Talks with California Software

Fredrik Johnsen

UniComp, Inc. (Marietta, Ga.), a provider of retail e-business solutions and innovative business software solutions for small and medium-sized companies, retailers and system integrators, has sold Unibol Ltd. (Belfast, Northern Ireland) to California Software Corp (Irvine, Calif.).

Additionally, UniComp has terminated merger talks with California Software and has filed suit against California Software seeking a declaratory judgment that Unibol, Inc. was not sold to California Software in the Unibol Ltd. transaction despite California Software's claims to the contrary.

Due to the disputes that have arisen between California Software and UniComp following the sale of Unibol Ltd., UniComp has delayed disclosure of such matters until it could provide a more complete picture of the transaction to its shareholders.

UniComp and California Software entered into a Stock Purchase Agreement effective as of Nov. 9, 2000, whereby California Software purchased Unibol Ltd., a U.K. subsidiary of UniComp. California Software subsequently claimed to have purchased Unibol, Inc., the U.S. subsidiary of UniComp with exclusive rights to distribute Unibol Ltd.'s products in the United States.

As a result, UniComp today filed a lawsuit in Cobb County, Ga., seeking a declaratory judgment that Unibol, Inc. was not a part of the Unibol Ltd. transaction, and seeking to enjoin California Software from further attempting to exercise any ownership of Unibol, Inc., as well as other unspecified damages.