Versant Corporation ("Versant") (Nasdaq:VSNT), an industry leader
in specialized data management software, announced today that it
has signed a definitive agreement to be acquired by UNICOM Systems,
Inc. ("UNICOM"), a global information technology company and part
of the UNICOM group of companies. The agreement provides for a
merger of Versant with a subsidiary of UNICOM in which shareholders
of Versant common stock will receive $11.50 per common share in
cash. This price represents a premium of approximately 17% on
Versant's closing price of $9.85 per share on September 28, 2012.
The total transaction consideration is expected to be approximately
$32 million.
"This merger will deliver premium value and liquidity to
Versant's shareholders. Versant is excited to partner with UNICOM
to continue to expand the Company's market leadership position,"
said Bernhard Woebker, Versant's President and Chief Executive
Officer. "UNICOM is very excited about the business opportunities
that this acquisition creates, and Versant's Redwood City and
Hamburg operations will enhance our existing presence in both
California and Germany," said Corry Hong founder, President and
Chief Executive Officer of UNICOM.
The transaction has been unanimously approved by Versant's Board
of Directors and is currently expected to close within Versant's
fiscal 2013 first quarter ending January 31, 2013. Following
completion of the transaction, Versant will be wholly owned by
UNICOM and its stock will no longer trade on the
NASDAQ. Due to the pending transaction with UNICOM,
Versant is withdrawing previously issued financial guidance with
respect to the full fiscal year ending October 31, 2012. In
addition, Versant has terminated its 2012 Stock Repurchase Program
as of September 28, 2012.
The agreement with UNICOM is subject to customary closing
conditions, including the approval of Versant's shareholders and a
covenant that Versant not allow its combined cash and qualified
accounts receivable at closing to fall below a certain
threshold.
Under the terms of the agreement, Versant is permitted to
solicit alternative acquisition proposals from third parties
through October 29, 2012 and intends to consider any such
proposals. In addition, subject to the terms of the agreement,
Versant may respond to unsolicited alternative acquisition
proposals. There can be no assurance that any such proposal will be
received or that any proposal will result in an alternative
acquisition transaction. Subject to the terms of the agreement,
under certain circumstances a break-up fee may be payable to UNICOM
or Versant in connection with the termination of the agreement.
RBC Capital Markets, LLC is serving as Versant's financial
advisor with respect to the transaction with UNICOM and Fenwick
& West LLP is serving as Versant's legal counsel.
About Versant Corporation
Versant Corporation (Nasdaq:VSNT) is an industry leader in
building specialized NoSQL data management systems to enable the
real-time enterprise. Using the Versant Database Engine,
enterprises can handle complex information in environments that
demand high performance, concurrency, and availability,
significantly cut hardware and administration costs, speed and
simplify development, and deliver products with a strong
competitive edge. Versant's solutions are deployed in over 150,000
installations across a wide array of industries, including
telecommunications, energy, financial services, transportation,
manufacturing, and defense. For more than 20 years, Versant has
been a trusted partner of Global 2000 companies such as Ericsson,
Verizon, Siemens, and Financial Times, as well as the U.S.
Government. For more information, call 650-232-2400 or visit
www.versant.com.
About UNICOM Systems, Inc.
UNICOM Systems, Inc., a division of the UNICOM group of
companies, is a global leader in providing innovative software and
solutions for the enterprise computing community. Through over
three decades of continued development and commitment, UNICOM has
redefined the economics and quality of automation for its
customers, delivering a new era of collaboration, data management,
data-warehousing, outsourcing, integration, communications and
commerce.
About The UNICOM Group
http://www.unicomglobal.com
The UNICOM Group consists of over twenty five (25) entities
with offices in Los Angeles, Dallas, Boston, Virginia, New
Hampshire, New Jersey, Germany, France, UK, Ireland, Italy, Spain,
Belgium and Switzerland. UNICOM focuses on acquiring and
integrating mature and growing mid-cap NASDAQ, London Stock
Exchange AIM and German publically-traded companies in the
technology, financing, real estate, and business services. UNICOM
offers deep in-house resources and flexible solutions to sellers
worldwide, including privatization, core-products consolidation, IT
assets alignments, management independence, integration matrix, and
global business strategy.
For more information about the UNICOM group of companies please
go to:
www.unicomglobal.com |
Asset, Capital and Investment Management |
www.unicomsi.com |
IBM Mainframe software products |
www.gtsi.com |
Government IT solutions provider |
www.nei.com |
Hardware appliance and network platform |
www.detec.com |
Document Composition products |
www.softlanding.com |
AS/400 and System i software products |
www.macro4.com |
Document Management products |
www.illustro.com |
z/OS and z/VSE software products |
www.iet-solutions.com |
ITIL ITSM software products |
www.eden.com |
Domino Notes and Open Systems products |
www.cics.com |
Hardware, Software, Outsourcing and
Professional Services |
Information regarding the solicitation of
proxies
In connection with the proposed transaction, Versant will file a
proxy statement and relevant documents concerning the proposed
transaction with the SEC relating to the solicitation of proxies to
vote at a special meeting of its shareholders to be called to
approve the proposed transaction. The definitive proxy statement
will be mailed to the shareholders of Versant in advance of the
special meeting. Shareholders of Versant are urged to carefully
read the proxy statement and other relevant materials when they
become available because they will contain important information
about Versant and the proposed transaction. Shareholders may obtain
a free copy of the proxy statement and other relevant documents
filed by Versant with the SEC (when available) at the SEC's website
at www.sec.gov. Each of these documents is, or will be,
available for free at the SEC's Web site at www.sec.gov and at the
Versant Investor Relations Web site
at:www.versant.com/company/investor-relations.
Forward Looking Statements Involve Risks and
Uncertainties
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, and is subject
to the safe harbor created by those sections. These
forward-looking statements include statements regarding the
potential consummation of the merger transaction with UNICOM on the
terms and price described, the potential timing of consummation of
the merger and the potential results of the merger
transaction. The accuracy of the forward looking statements in
this press release cannot be guaranteed as they are subject to a
variety of risks and uncertainties that may cause these
forward-looking statements to be incorrect or to differ materially
from future events, including but not limited to, whether the
required Versant shareholder approval for the transaction will be
obtained, the inability to satisfy closing conditions to the
transaction, our ability to maintain our cash and accounts
receivable balances and our operating results pending completion of
the transaction, our ability to retain key personnel, uncertainties
as to the timing of the closing of the merger, the impact of the
proposed merger on our operations, the possibility that competing
offers will be made and that Versant will enter into an alternative
transaction, and those other factors contained in the Company's
most recent Annual Report on Form 10-K, its reports on Form 10-Q
and its reports on Form 8-K.
The forward-looking statements contained in this press release
are made only as of the date of this press release, and the Company
assumes no obligation to publicly update any forward-looking
statement. Investors are cautioned not to place undue reliance on
forward-looking statements. Information concerning factors that
could adversely affect our business and results can be found in the
Company's filings with the Securities and Exchange Commission,
including without limitation the Company's most recent Annual
Report on Form 10-K for the year ending October 31, 2011, its
reports on Form 10-Q and its reports on Form 8-K.
UNICOM is a registered trademark of UNICOM Systems, Inc. in the
United States.
Versant is a registered trademark or trademark of Versant
Corporation in the United States.
CONTACT: Versant Contact:
Mr. Jerry Wong
Chief Financial Officer
Versant Corporation
(650) 232-2400
jwong@versant.com
UNICOM Contact:
Mr. Russ Guzzo
Director of Sales and Marketing
UNICOM Systems, Inc.
(818) 838-0606
Russ.guzzo@unicomglobal.com
Versant (NASDAQ:VSNT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Versant (NASDAQ:VSNT)
Historical Stock Chart
From Jul 2023 to Jul 2024