Progress Software Corporation Commences Tender Offer to Acquire NEON Systems
||Online News published in DMReview.com
January 3, 2006
Progress Software Corporation, a global supplier of application infrastructure software used to develop, deploy, integrate and manage business applications, announced that it has commenced, through its wholly owned subsidiary Noble Acquisition Corp., a cash tender offer to purchase all of the outstanding shares of common stock of NEON Systems, Inc., a leader in mainframe integration.
The tender offer is being made pursuant to the previously announced definitive merger agreement between Progress and NEON dated December 19, 2005. Upon the closing of the tender offer, NEON stockholders will receive $6.20 in cash for each share of NEON common stock tendered. Following the purchase of shares in the tender offer, Noble Acquisition Corp. and NEON will merge, and NEON will become a wholly owned subsidiary of Progress. Owners of NEON shares not purchased in the tender offer will be entitled to receive $6.20 per share in cash in the merger. Upon the closing of the transaction, NEON will become part of DataDirect Technologies, the software industry leader in standards-based data connectivity and an operating unit of Progress Software Corporation.
Progress today has filed with the Securities and Exchange Commission a tender offer statement on Schedule TO setting forth in detail the terms of the tender offer. NEON today has filed with the Commission a solicitation/recommendation statement on Schedule 14D-9 setting forth, among other things, the recommendation of NEON's board of directors that NEON stockholders accept the tender offer and tender their shares pursuant to the tender offer, as well as the conclusion of NEON's board of directors that the merger agreement and the transactions contemplated thereby (including the tender offer and the merger) are advisable and are fair to and in the best interests of NEON and NEON's stockholders.
The tender offer will expire at 12:00 midnight on January 27, 2006, unless extended in accordance with the merger agreement and the applicable regulations of the Securities and Exchange Commission. Consummation of the tender offer is subject to customary conditions, including the tender of a majority of the shares of common stock of NEON, termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions. The holders of approximately 44 percent of NEON's outstanding common stock, including its executive officers, directors and John J. Moores, have agreed to support the transaction and to tender their shares in the tender offer, subject to the terms of their voting and tender agreements.
For more information on related topics visit the following related portals...
This piece has been brought to you by the DM Review Editorial staff.
Provided by IndustryBrains
|Data Validation Tools: FREE Trial|
Protect against fraud, waste and excess marketing costs by cleaning your customer database of inaccurate, incomplete or undeliverable addresses. Add on phone check, name parsing and geo-coding as needed. FREE trial of Data Quality dev tools here.
|Recover SQL Server or Exchange in minutes|
FREE WHITE PAPER. Recover SQL Server, Exchange or NTFS data within minutes with TimeSpring?s continuous data protection (CDP) software. No protection gaps, no scheduling requirements, no backup related slowdowns and no backup windows to manage.
|Manage Data Center from Virtually Anywhere!|
Learn how SecureLinx remote IT management products can quickly and easily give you the ability to securely manage data center equipment (servers, switches, routers, telecom equipment) from anywhere, at any time... even if the network is down.
|Design Databases with ER/Studio: Free Trial|
ER/Studio delivers next-generation data modeling. Multiple, distinct physical models based on a single logical model give you the tools you need to manage complex database environments and critical metadata in an intuitive user interface.
|Free EII Buyer's Guide|
Understand EII - Trends. Tech. Apps. Calculate ROI. Download Now.
|Click here to advertise in this space|