SBE and Neonode Announce Execution of Merger Agreement
January 22 2007 - 9:15AM
Business Wire
SBE, Inc. (Nasdaq:SBEI) and Neonode, Inc., a privately-held,
Swedish mobile handset developer, announced today the execution of
a definitive merger agreement. Although the exact number of shares
to be issued in the merger will be determined at closing according
to a formula contained in the merger agreement, it is currently
estimated that SBE will issue approximately 57 million shares of
its common stock in exchange for outstanding shares of Neonode
common stock and will assume options and warrants exercisable for
approximately 17 million additional shares of SBE common stock. It
is expected that the current board of directors of Neonode will
become the board of directors of SBE upon the closing. SBE expects
to complete the transaction in its second fiscal quarter, subject
to satisfaction of closing conditions set forth in the merger
agreement. In addition to customary closing conditions, the
transaction is subject to the approval of the SBE and Neonode
stockholders and a reverse split of SBE�s outstanding common stock.
The number of shares referenced above is presented on a pre-split
basis. After the merger is completed, the combined company's
headquarters will be in Stockholm, Sweden, where Neonode�s
corporate headquarters and research and development activities are
located. The combined company�s stock is expected to continue to
trade on the Nasdaq Capital Market. The securities offered in the
merger will not be registered under the Securities Act of 1933 and
may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. About
Neonode Neonode is a Swedish based developer and manufacturer of
multimedia mobile handsets. With�over five�years of research and
development Neonode is today a leader and trendsetter in buttonless
touch screen mobile phones and gesture based user interfaces.
Neonode mobile�phones are based on patented technologies.
With�Neonode's open Microsoft based platform consumers can
themselves upgrade�and customize their handsets similar to a PC. In
close collaboration with leading electronic manufacturers Neonode
strives to create a leading alternative brand within the premium
mobile device market. Neonode was founded in 2001 and has its main
office in Stockholm, Sweden. More information is available at
www.neonode.com About SBE SBE designs and provides IP-based storage
networking solutions for an extensive range of business critical
applications, including back-up and disaster recovery. SBE delivers
a portfolio of scalable, standards-based hardware and software
products designed to enable optimal performance and rapid
deployment across a wide range of next-generation storage systems.
Based in San Ramon, California, SBE is a publicly-traded company
(NASDAQ:SBEI) with products sold worldwide through direct sales,
OEMs and system integration partners. More information is available
at www.sbei.com. Forward-Looking Statements This news release
contains certain forward-looking statements that involve risks and
uncertainties, including statements about consummation of the
proposed merger transaction. Such statements are only predictions
and the company�s actual results may differ materially from those
anticipated in these forward-looking statements. Factors that may
cause such differences include, but are not limited to, the ability
of SBE and Neonode to comply with the closing conditions necessary
in order to consummate the transaction. These factors and others
are more fully discussed in the documents SBE files from time to
time with the Securities and Exchange Commission, particularly, the
Form 8-K that will be filed with the Securities and Exchange
Commission describing the terms of the merger agreement and SBE�s
most recent Form 10-K and Form 10-Q. SBE and the SBE logo are
registered trademarks of SBE, Inc. All other brand or product names
are trademarks or registered trademarks of their respective
holders. Additional Information and Where to Find It In connection
with the proposed merger and required stockholder approval, SBE
intends to file with the Securities and Exchange Commission, or
SEC, a proxy statement on Schedule 14A that will be mailed to the
stockholders of SBE. INVESTORS AND SECURITY HOLDERS OF SBE ARE
URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. The definitive proxy
statement will be mailed to the stockholders as of a record date to
be established for voting on the proposed merger. Investors and
security holders will be able to obtain free copies of the proxy
statement, as well as other filed materials containing information
about SBE, at www.sec.gov, the SEC�s website. Investors may also
access the proxy statement and the other materials at www.sbei.com,
or obtain copies of such material by request to SBE�s Corporate
Secretary at: SBE, Inc., 4000 Executive Parkway, Suite 200, San
Ramon, CA 94583. SBE and its officers and directors may be deemed
to have participated in the solicitation of proxies from SBE's
stockholders in favor of the approval of the merger. Information
concerning SBE's directors and executive officers is set forth in
the publicly-filed documents of SBE. Stockholders may obtain more
detailed information regarding the direct and indirect interests of
SBE and its directors and executive officers in the merger by
reading the preliminary and definitive proxy statements regarding
the merger, which will be filed with the SEC.
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