Mobius Management Systems, Inc. (Nasdaq: MOBI), a leading provider
of integrated solutions for enterprise archiving and records
management, and Allen Systems Group, Inc. (�ASG�), an enterprise
software provider to Global 5000 companies, today announced that
they have entered into a definitive merger agreement under which
ASG has agreed to acquire Mobius for $10.05 per share in cash. The
$10.05 per share in cash purchase price represents a premium of
approximately 35% over the $7.44 per share closing price of Mobius
on Wednesday, April 11, 2007, the last trading day prior to today�s
announcement. The transaction is expected to close in the second or
third calendar quarter of 2007. The completion of the merger is
subject to approval of Mobius stockholders, clearance under the
Hart-Scott-Rodino Anti-Trust Improvements Act and other customary
closing conditions. Mobius will solicit stockholder approval for
the transaction at a special meeting, subject to the mailing of a
definitive proxy statement. Upon completion of the transaction,
Mobius will continue as a wholly-owned subsidiary of ASG. Mitchell
Gross, co-founder, President, Chairman and CEO of Mobius, and
Joseph J. Albracht, co-founder and a director of Mobius,�have
entered into�a voting agreement with ASG pursuant to which they
have�agreed�to vote�all of their shares (collectively representing
approximately 47.8% of Mobius� outstanding shares) in favor of the
transaction. The voting agreement expires upon termination of the
merger agreement. Mitchell Gross, Mobius� CEO, said, �We are
pleased to announce this agreement and believe that as part of
Allen Systems Group, Mobius will have greater resources to service
our customer and partner needs and accelerate achievement of our
strategic goals. We are proud of the high quality of our customers,
products and employees. I feel that, with our common vision of the
software industry, and complementary product sets, this combination
will enable us to provide an even broader range of powerful
solutions to the marketplaces we serve.� �Mobius Management
Systems, Inc. is an industry-recognized leader in enterprise
archiving and records management solutions,� says Arthur L. Allen,
ASG�s founder, president and CEO. �This acquisition, combined with
our acquisition of Cypress Corporation in 2005, means that ASG now
offers a complete solution for Total Content Management. This is a
vitally important component to Business Intelligence and to our
Business Service Management solution, BSP. Also, as a private
company, we believe that ASG can provide our customers unmatched
reliability and flexibility.� Mobius also reported today that it
anticipates fiscal third quarter 2007 revenues will be in the range
of $18.7 million to $19.2 million, which is currently expected to
result in a net loss in the range of $(0.08) to $(0.10) per share.
The Company had previously expected revenue of between $22 to $23
million and earnings per diluted share of between a loss of $(0.02)
to a profit of $0.01. Mobius will announce its fiscal third quarter
results on April 26, 2007. The Company will also host a conference
call to further discuss its fiscal third quarter 2007 operating
results that will be simultaneously Web cast at
http://www.mobius.com. In connection with the proposed transaction,
Mobius will promptly file with the Securities Exchange Commission
(the �Commission�) a Current Report on Form 8-K, which will include
the merger agreement and related documents, and will also file with
the Commission in the near future a proxy statement. Investors and
stockholders are advised to read the proxy statement when it
becomes available because important information will be contained
therein. The proxy statement will be sent to stockholders of Mobius
in connection with the company�s solicitation of their adoption of
the merger agreement between Mobius and ASG. Once filed, investors
and stockholders will be able to obtain a free copy of that
document and other documents filed by Mobius with the Commission at
the Commission�s website located at http://www.sec.gov. Once filed,
the proxy statement will also be available from Mobius by
contacting Mobius Management Systems, Inc., 120 Old Post Road, Rye,
New York 10580, Attention: Investor Relations, (914) 921-7200. This
press release is neither a solicitation of a proxy, an offer to
purchase nor a solicitation of an offer to sell shares of Mobius.
About Mobius Mobius Management Systems, Inc. (www.mobius.com) is a
leading provider of integrated solutions for enterprise archiving
and records management. The Company's comprehensive software suite
integrates content across disparate repositories, supports
regulatory compliance, and includes content-enabled applications
that automate business processes. Mobius solutions have achieved
industry-wide recognition for breadth of functionality, breadth of
supported formats, and high-volume, high-demand performance. The
Mobius customer base is made up of leading companies across all
industries, including more than sixty percent of the Fortune 100.
The Company, founded in 1981, is headquartered in Rye, New York.
Mobius has sales offices in the U.S., Canada, the United Kingdom,
France, Germany, Italy, Sweden, the Netherlands, Switzerland,
Australia and Japan. The Company also markets through a network of
agents in Central and South America, Europe, Middle East, Africa
and Asia. About ASG | www.asg.com Founded in 1986, ASG is a
privately held global firm that provides a full range of enterprise
software solutions in Metadata, Applications, Operations, Content,
Performance, Identity, and Enterprise Management as well as the
Business Service Platform, ASG�s Business Service Management (BSM)
solution. ASG is headquartered in Naples, Florida, USA, with more
than 75 offices serving the Americas, Europe, Middle East, Africa,
and Asia/Pacific. About Content Management. ASG offers Content
Management solutions that enable any enterprise to completely
control the access and distribution of information throughout the
organization. A common architecture allows information to flow
seamlessly among disparate information technologies. This unique
capability gives users at the strategic, management, and operations
levels access to information as needed, without limitations imposed
by multiple platforms, operating systems, file systems,
applications, and devices. Statements contained in this release may
contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements involve risks and uncertainties. In particular, any
statements contained herein regarding expectations with respect to
future sales and profitability, as well as product development
and/or introductions, and/or with respect to the proposed merger
with ASG, are subject to known and unknown risks, uncertainties and
contingencies, many of which are beyond our control, which may
cause actual results, performance or achievements to differ
materially from those projected or implied in such forward-looking
statements. Important factors that might affect actual results,
performance or achievements include, among other things, market
acceptance of Mobius's products, ability to manage expenses,
fluctuations in period to period results, seasonality, uncertainty
of future operating results, long and unpredictable sales cycles,
technological change, product concentration, competition,
international sales and operations, protection of intellectual
property, extended payment risk, sufficient revenues from
professional services, dependence on licensed technology, risk of
product defects, product liability, expansion of indirect channels,
management of growth, dependence on executive management, other key
employees and subcontractors, consolidation in the industries we
market and sell, concerns about transaction security on the
Internet, factors affecting valuation of stock option expense,
changes in prevailing equity-based compensation practices, general
conditions in the economy and the impact of recently enacted or
proposed regulations. Certain other important factors that cause
actual events not to occur as expressed in such forward-looking
statements include, but are not limited to, the failure to obtain
the necessary approval of the merger by Mobius�s stockholders,
antitrust clearance and certain other governmental approvals in a
timely manner or at all, and the failure of various other closing
conditions contained in the merger agreement to be satisfied as
provided therein. These risks and uncertainties are described in
detail from time to time in Mobius�s filings with the Securities
and Exchange Commission, including its Annual Report on Form 10-K,
filed on September 11, 2006, and its Quarterly Reports on Form
10-Q. Mobius accepts no obligation to update these forward-looking
statements and does not intend to do so. ViewDirect and
DocumentDirect are registered trademarks of Mobius Management
Systems, Inc. All other trademarks are property of their respective
owners.
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