Thoma Cressey Bravo Completes Acquisition of Embarcadero Technologies and Announces Settlement in Principle of Stockholders' Lit
June 25 2007 - 5:01PM
Business Wire
Embarcadero Technologies, Inc. (NASDAQ:EMBT), a leading provider of
strategic data management solutions, and Thoma Cressey Bravo, Inc.,
a leading private equity investment firm, today announced the
closing of the previously announced merger between Embarcadero and
EMBT Merger Corp., an affiliate of Thoma Cressey Bravo. In the
merger, each outstanding share of Embarcadero common stock has been
converted into the right to receive $7.20 in cash, without
interest. The transaction is valued at approximately $200 million.
As a result of the merger, Embarcadero will no longer file periodic
reports with the Securities and Exchange Commission and shares of
Embarcadero�s common stock will no longer trade on the NASDAQ
Global Select Market. Embarcadero also announced today that it has
reached an agreement in principle with certain stockholders of
Embarcadero that provides for the settlement of each of the three
stockholder derivative lawsuits that were filed against Embarcadero
relating to Embarcadero�s historical stock option grant practices
and related accounting and which also sought to bring direct
putative class claims relating to the merger. In connection with
this settlement, Embarcadero agreed to make available additional
information to its stockholders relating to the merger, which
additional information was set forth in definitive additional proxy
materials filed by Embarcadero with the Securities and Exchange
Commission on June 11, 2007. In return, the plaintiffs agreed to
the dismissal of the actions and release of all of the claims
asserted in the actions. In addition, Embarcadero agreed to pay the
legal fees and expenses of plaintiffs� counsel, subject to the
approval by the respective courts. The details of the settlement
will be set forth in a notice following preliminary approval by the
respective courts. Defendants deny plaintiffs� allegations in the
actions and agreed to settle the purported derivative claims in
order to avoid costly litigation and eliminate the risk of delay to
the closing of the merger. About Embarcadero Technologies
Embarcadero Technologies, Inc. (NASDAQ:EMBT) delivers professional
grade database tools that companies use to design, develop and
manage databases and the data they contain. More than 12,000
customers worldwide and over 90 of the Fortune 100 rely on
Embarcadero�s cross-platform tools to reduce complexity, improve
productivity and strengthen security. The Company�s flagship
database tools include: ER/Studio, DBArtisan, Rapid SQL and Change
Manager. Founded in 1993, Embarcadero Technologies is headquartered
in San Francisco with offices in Melbourne, Australia, Munich,
Germany and Maidenhead, United Kingdom. For more information, visit
www.embarcadero.com. About Thoma Cressey Bravo Thoma Cressey Bravo,
Inc. is a leading private equity investment firm with more than 25
years of experience in building successful companies. The firm has
invested in many industry sectors and currently specializes in the
software, healthcare, business and financial services and consumer
industries. In the software industry, Thoma Cressey Bravo�s
portfolio of companies represents total earnings in excess of $400
million. The firm currently manages approximately $2 billion of
equity capital. For more information on Thoma Cressey Bravo, visit
http://www.tcb.com. Embarcadero, the Embarcadero Technologies logos
and all other Embarcadero Technologies product or service names are
trademarks of Embarcadero Technologies, Inc. All other trademarks
are property of their respective owners.
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