Aladdin Knowledge Systems Shareholders Approve Merger With Vector Capital Affiliate
February 20 2009 - 7:00AM
Marketwired
Aladdin Knowledge Systems Ltd. ("Aladdin" or the "Company")
(NASDAQ: ALDN) today announced that its shareholders approved the
definitive merger agreement, providing for the acquisition of the
Company by a Vector Capital affiliate, during a special general
meeting of the shareholders held today. The shareholders also
approved the amendment to the articles of association of the
Company relating to exculpation, insurance and indemnity of
directors and officers and the amendment of the indemnification
agreements with the Company's directors as well as the renewal of
the Company's existing directors' and officers' insurance and the
purchase of a run-off directors' and officers' insurance policy.
Under the terms of the merger agreement, Aladdin shareholders
will receive $11.50 per share in cash for each ordinary share they
hold at the closing of the merger plus an amount in cash equal to
each shareholder's pro rata portion of the amount, if any, by which
the Company's Cash (as defined in the merger agreement) exceeds
$12,000,000. The transaction is expected to close at the end of
March, subject to the satisfaction of closing conditions set forth
in the merger agreement, which include: anti-trust approvals in
Israel and Germany or the expiration of applicable waiting periods;
the Company having minimum cash and cash equivalents of at least
$7,000,000 and minimum working capital of at least $13,500,000 at
the time of closing; Company's representations and warranties
(including not having a material effect) are true and correct at
the time of closing; and compliance with covenants.
Following completion of the merger, Aladdin's ordinary shares
will cease to be traded on NASDAQ and the Tel Aviv Stock
Exchange.
About Aladdin
Aladdin Knowledge Systems (NASDAQ: ALDN) is an information
security leader with offices in 15 countries, a worldwide network
of channel partners, and numerous awards for innovation. Aladdin
eToken is the world's #1 USB-based authentication solution,
offering identity and access management tools that protect
sensitive data. Aladdin SafeWord two-factor authentication
technology protects companies' important information assets and
applications. Aladdin HASP SRM boosts growth for software
developers and publishers through strong anti-piracy protection, IP
protection, and secure licensing and product activation. Aladdin
eSafe delivers real-time intelligent Web gateway security that
helps protect data and networks, improves productivity, and enables
compliance. Visit www.Aladdin.com.
About Vector Capital
Vector Capital is a leading private equity firm specializing in
spinouts, buyouts and recapitalizations of established technology
businesses. Vector identifies and pursues these complex investments
in both the private and public markets. Vector actively partners
with management teams to devise and execute new financial and
business strategies that materially improve the competitive
standing of these businesses and enhance their value for employees,
customers and shareholders. Among Vector's notable investments are
LANDesk Software, Savi Technology, SafeNet, Corel Corporation
(NASDAQ: CREL), Precise Software Solutions, Printronix,
Register.com, Tripos, WinZip and Watchguard Technologies. For more
information, visit www.vectorcapital.com.
Safe Harbor Statement
Certain information presented herein constitutes forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements are subject to
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the
Company to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such factors include general economic
and business conditions, risks relating to the Company's recent
acquisitions of Athena Smartcards, SafeWord and EutronSec,
including the failure to realize expected synergies, failure to
effectively integrate these businesses into its business and
increasing unexpected liabilities, the loss of market share,
changes in the level of business or anticipated business from a
large customer or customers, failure to achieve anticipated
customer orders, changes in the competitive landscape and other
factors over which the company has little or no control. The
completion of the Company's announced merger with an affiliate of
Vector Capital is subject to various closing conditions, and the
Company cannot be certain that these conditions will be satisfied
or waived. For more information, please refer to the Company's
filings with the Securities and Exchange Commission, which are
available on the Commission's website at www.sec.gov.
� 2009 Aladdin Knowledge Systems, Ltd. All rights reserved.
HASP, eToken, eSafe, Aladdin Knowledge Systems and the Aladdin
logos are trademarks or registered trademarks of Aladdin Knowledge
Systems, Ltd. All other product and brand names mentioned in this
document are trademarks or registered trademarks of their
respective owners.
Aladdin Press Contact: Matthew Zintel Zintel Public Relations
matthew.zintel@zintelpr.com 310.574.8888 Aladdin Company Contact:
Debbie Kaye Aladdin Corporate Communications
debbie.kaye@aladdin.com 646.468.0481 Vector Capital U.S. Public
Relations: Erin Becker Brunswick Group 415.293.8461 Vector Capital
Israel Public Relations: Aya Barak-Meiri Prometheus Creative
Solutions + 972-3-5449494
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