Interactive Intelligence Seeks to Create Holding Company Structure
April 11 2011 - 4:15PM
Business Wire
Interactive Intelligence, Inc. (Nasdaq: ININ), a global provider
of unified IP business communications solutions, will ask
shareholders at its 2011 annual shareholder meeting to vote on a
proposal to reorganize the company as a holding company
incorporated in Indiana.
If the reorganization is approved by shareholders at the annual
meeting, in the reorganization:
- Each outstanding share of Interactive
Intelligence common stock will automatically convert into one share
of common stock of a new Indiana corporation named Interactive
Intelligence Group, Inc. (ININ Group), and the current shareholders
of Interactive Intelligence will become shareholders of this new
Indiana holding company on a one-for-one basis, holding the same
number of shares and the same ownership percentage after the
reorganization as they held prior to the reorganization.
- Interactive Intelligence will become a
wholly owned subsidiary of ININ Group.
- All current subsidiaries of Interactive
Intelligence will become direct or indirect subsidiaries of ININ
Group.
- Each of the outstanding options to
acquire shares of Interactive Intelligence common stock will become
options to acquire an identical number of shares of ININ Group
common stock with the same terms and conditions as before the
reorganization.
- Each outstanding restricted stock unit
for shares of Interactive Intelligence common stock will become a
restricted stock unit for an identical number of shares of ININ
Group common stock.
- It is expected that the Interactive
Intelligence board of directors and executive officers will hold
the same positions with ININ Group.
- ININ Group is expected to be listed on
Nasdaq under “ININ,” the current Interactive Intelligence
symbol.
Upon completion of the reorganization, ININ Group would replace
Interactive Intelligence as the publicly held corporation. The
reorganization would generally be tax-free for Interactive
Intelligence shareholders. The reorganization is more fully
described in the proxy statement/prospectus relating to the annual
meeting of shareholders.
The primary objectives of the reorganization are to provide the
company with enhanced strategic, operational, and financing
flexibility, improve its ability to determine financial results and
profitability of different lines of business, and better manage tax
expenses and exposure to liabilities.
“In recent years we’ve made technology company acquisitions that
have complemented our core IP business communications solutions,
and extended our addressable market into new areas such as content
management and accounts receivable management,” said Interactive
Intelligence founder, president, and CEO, Dr. Donald E. Brown. “Our
vision is to continue to evolve with similar acquisitions, and this
reorganized company structure will enable us to make the best use
of our overall infrastructure, while enabling each business to
focus on its unique customer needs.”
The record date, and the date, time and place of the 2011 annual
meeting of shareholders will be announced by Interactive
Intelligence at a later time.
About Interactive Intelligence, Inc.
Interactive Intelligence, Inc. (Nasdaq: ININ) is a global
provider of unified business communications solutions for contact
center automation, enterprise IP telephony, and business process
automation. The company’s solutions, which can be deployed via an
on-premise or hosted model, include vertical-specific applications
for insurance and collections. Interactive Intelligence was founded
in 1994 and has more than 4,000 customers worldwide. The company is
among Software Magazine’s 2010 Top 500 Global Software and Services
Suppliers, and Forbes Magazine’s 2010 Best Small Companies in
America. Interactive Intelligence is also positioned in the
leaders’ quadrant of the Gartner Magic Quadrant for Contact Center
Infrastructure, Worldwide report (Feb. 22, 2010). The company
employs more than 800 people and is headquartered in Indianapolis,
Indiana. It has 19 offices throughout North America, Latin America,
Europe, Middle East, Africa and Asia Pacific. Interactive
Intelligence can be reached at +1 317.872.3000 or info@inin.com; on
the Net: www.inin.com.
Interactive Intelligence Forward-Looking Statement
Disclosure
This release contains certain forward-looking statements that
involve a number of risks and uncertainties. Among the factors that
could cause actual results to differ materially are the following:
rapid technological changes in the industry; the company's ability
to maintain profitability; to manage successfully its growth; to
manage successfully its increasingly complex third-party
relationships resulting from the software and hardware components
being licensed or sold with its solutions; to maintain successful
relationships with certain suppliers which may be impacted by the
competition in the technology industry; to maintain successful
relationships with its current and any new partners; to maintain
and improve its current products; to develop new products; to
protect its proprietary rights adequately; to successfully
integrate acquired businesses; and other factors described in the
company's Securities and Exchange Commission (SEC) filings,
including the company's latest annual report on Form 10-K.
Where to Find Additional Information
Interactive Intelligence, Inc. and Interactive Intelligence
Group, Inc. have filed a registration statement that includes a
preliminary proxy statement/prospectus and other relevant documents
in connection with the proposed reorganization. INTERACTIVE
INTELLIGENCE SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE
DOCUMENTS AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, WHEN FILED
AND MAILED, BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED REORGANIZATION. The definitive
proxy statement/prospectus will be mailed to Interactive
Intelligence shareholders prior to the shareholder meeting. In
addition, investors may obtain a free copy of the preliminary proxy
statement/prospectus and other filings containing information about
Interactive Intelligence, ININ Group, and the proposed
reorganization, from the SEC at the SEC’s website at
http://www.sec.gov. In addition, copies of the preliminary proxy
statement/prospectus and other filings containing information about
Interactive Intelligence, ININ Group, and the proposed
reorganization can be obtained without charge by sending a request
to Interactive Intelligence, Inc., 7601 Interactive Way,
Indianapolis, Indiana 46278, Attention: Investor Relations; by
calling (317) 872-3000; or by accessing them on Interactive
Intelligence, Inc.’s investor relations Web page at
http://investors.inin.com/.
Participants in the Solicitation
Interactive Intelligence, its directors, executive officers,
certain other members of management, and employees may be deemed to
be participants in the solicitation of proxies from the
shareholders of Interactive Intelligence in favor of the proposed
holding company reorganization. Additional information regarding
the interests of potential participants in the proxy solicitation
is included in the preliminary proxy statement/prospectus and will
be included in the definitive proxy statement/prospectus and other
relevant documents that Interactive Intelligence and ININ Group
have filed and intend to file with the SEC in connection with the
annual meeting of shareholders of Interactive Intelligence,
Inc.
This press release is being made pursuant to and in compliance
with the Securities Act of 1933, as amended, and does not
constitute an offer of any securities for sale or a solicitation of
an offer to buy any securities, nor shall there be any sale of the
securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction. Any offer of the securities will be made solely by
means of a prospectus included in the registration statement and
any prospectus supplement that may be issued in connection with
such offering.
Interactive Intelligence Inc. is the owner of the marks
INTERACTIVE INTELLIGENCE, its associated LOGO and numerous other
marks. All other trademarks mentioned in this document are the
property of their respective owners.
ININ-G
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