As previously announced, on May 16, 2017,
the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Let’s Go Acquisition Corp.,
a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Rimini Street, Inc., a Nevada corporation
(“Rimini Street”), and the Holder Representative named therein.
The Merger Agreement provides that, among
other things and in accordance with the terms and subject to the conditions thereof, at the closing Merger Sub will merge with
and into Rimini Street (the “First Merger”) with Rimini Street continuing as the surviving corporation and a wholly-owned
subsidiary of the Company. The surviving corporation of the First Merger will then merge with and into the Company (together with
the First Merger, the “Mergers”).
The closing of the Mergers is subject to
certain closing conditions, including, among others, approval by the Company’s shareholders of the Extension Amendment Proposal
and the Trust Amendment Proposal (the ”Extension Approval Condition”). Accordingly, as described in Item 5.07,
the Extension Approval Condition has been satisfied.
The Company and Rimini Street continue
to target closing the transaction in the third quarter of 2017. However, there can be no assurances regarding the timing of satisfaction
of all closing conditions (including shareholder and regulatory approvals) set forth in the Merger Agreement, which could delay
timing of the closing.
Forward Looking Statements
The Company believes that some of the information
in this Form 8-K constitutes forward-looking statements. You can identify these statements by forward-looking words such as “will”,
“expects” and “proposes” or similar words. You should read statements that contain these words carefully
because they (a) discuss future expectations, (b) contain projections of future results of operations or financial condition, and
(c) state other “forward-looking” information. The Company believes it is important to communicate its expectations
to the Company’s shareholders. However, there may be events in the future that the Company is not able to predict accurately
or over which the Company has no control. Risks, uncertainties and events may cause actual results to differ materially from the
expectations described by the Company in such forward-looking statements. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this Form 8-K. All forward-looking statements included herein in
this Form 8-K are expressly qualified in their entirety by the cautionary statements contained in this section. Except to the extent
required by applicable laws and regulations, we undertake no obligation to update or revise these forward-looking statements, whether
as a result of new information, future events or otherwise. The Company’s shareholders are also advised to read the Definitive
Proxy Statement, and any other relevant materials filed with the Securities and Exchange Commission (the “SEC”), carefully
in their entirety, once available, including the section included therein relating to forward-looking statements, before making
any voting or investment decision with respect to the matters referred to in this Form 8-K.
Participants in the Solicitation
The Company and Rimini Street and their
respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies
with respect to the proposed transactions pursuant to the Merger Agreement under the rules of the SEC. Information about the directors
and executive officers of the Company is set forth in its Annual Report on Form 10-K for the year ended December 31, 2016, which
was filed with the SEC on March 16, 2017. Additional information regarding the participants in the proxy solicitations and a description
of their direct and indirect interests, by security holdings or otherwise, are included in the definitive proxy statement filed
with the SEC on April 24, 2017 relating to the Company’s extraordinary general meeting which was held on May 23, 2017 and
also will be included in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become
available. These documents can be obtained free of charge once available by directing a request to: Morrow Sodali LLC, 470 West
Avenue, 3rd Floor, Stamford, Connecticut 06902, Individuals call toll-free: (800) 662-5200, Banks and brokerage, please call (203)
658-9400, Email: GPIA.info@morrowsodali.com.
Disclaimer
This Form 8-K is not a proxy statement
or solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell or
a solicitation of an offer to buy the securities of the Company, nor shall there be any sale of any such securities in any state
or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of such state or jurisdiction.