CANTON, Mass., June 19, 2012 /PRNewswire/ -- NEI
(Nasdaq: NEI), a leading provider of server-based application
platforms, deployment solutions and lifecycle support services for
software technology developers and OEMs worldwide, announced today
that it has signed a definitive merger agreement with UNICOM
Systems, Inc. ("UNICOM") and a new UNICOM subsidiary under which
UNICOM, a global information technology company and part of the
UNICOM group of companies, will acquire NEI for $1.45 per common share in cash. The transaction
is valued at approximately $63.2
million. This price represents a premium of approximately
85.5% to NEI's closing price of $0.78
on June 18, 2012.
The transaction is subject to customary closing conditions and
the approval of NEI shareholders. The Boards of Directors of both
NEI and UNICOM have unanimously approved the transaction and the
NEI Board of Directors has recommended that NEI shareholders vote
in favor of the transaction. The transaction is currently expected
to close within NEI's fiscal 2012 fourth quarter, the period ending
September 30, 2012. Shareholders of
NEI holding shares representing approximately 14.9% of the shares
outstanding have entered into agreements with UNICOM under which
they have agreed to vote their shares in favor of the proposed
merger. Upon the consummation of the merger, NEI will become a
private company, wholly owned by UNICOM.
Greg Shortell, President and
Chief Executive Officer of NEI, commented, "This offer represents
an attractive opportunity to deliver premium value and liquidity to
NEI's shareholders. I am excited about the potential for future
growth with a strategic partner of UNICOM's stature and global
reach. This is an excellent opportunity to realize short- and
long-term benefits for our customers, employees and technology
partners."
Under the terms of the definitive merger agreement, NEI is
permitted to solicit alternative acquisition proposals from third
parties through July 18, 2012 and
intends to consider any such proposals. There can be no assurances
that the solicitation of such proposals will result in an
alternative acquisition transaction. It is not anticipated that any
developments will be disclosed with regard to this process unless
the Company's Board of Directors makes an affirmative decision to
proceed with an alternative acquisition proposal. In
addition, NEI may, at any time, subject to the terms of the
definitive merger agreement, respond to unsolicited alternative
acquisition proposals. The definitive merger agreement also
contains certain break-up fees payable to each party in connection
with the termination of the definitive merger agreement under
certain circumstances.
NEI's exclusive financial advisor on the proposed transaction is
Needham & Company, LLC, and its legal counsel is Latham &
Watkins LLP.
About NEI
NEI is a leading provider of server-based application platforms
and lifecycle support services for software developers and OEMs
worldwide. Through its expertise and comprehensive suite of
solution design, system integration, application management, global
logistics, support, and maintenance services, NEI is redefining
application deployment solutions to provide customers with a
sustainable competitive advantage. More than a decade of appliance
innovation with the ability to provide physical, virtual and
cloud-ready solutions makes NEI one of the most trusted software
deployment partners in the industry. Founded in 1997, NEI is
headquartered in Canton,
Massachusetts, with facilities in Plano, Texas and Galway, Ireland, and trades on the NASDAQ exchange
under the symbol NEI. For more information, visit www.nei.com.
Safe Harbor for Forward-Looking Statements
Statements in this press release regarding the Company's future
performance, including statements regarding the proposed sale of
NEI and any other statements about the future expectations,
beliefs, goals, plans or prospects of the Company or the Company's
management, constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
The accuracy of these statements cannot be guaranteed as they are
subject to a variety of risks, including but not limited to the
inability to obtain stockholder approval for the transaction, the
inability to satisfy closing conditions to the transaction, the
loss of any key customer or customer product lines, the loss of key
suppliers, our ability to retain key personnel and those other
factors contained in the Company's most recent Annual Report on
Form 10-K for the year ended September 30,
2011 and the most recent Form 10-Q for the quarter ended
March 31, 2012 under the sections
entitled "Risk Factors" in such reports as well as other documents
that may be filed by the Company from time to time with the
Securities and Exchange Commission. Forward-looking statements
include statements regarding the Company's expectations, beliefs,
intentions or strategies regarding the future and can be identified
by forward-looking words such as "anticipate," "believe," "could,"
"estimate," "expect," "intend," "may," "should," "will," and
"would" or similar words. The Company assumes no obligations to
update the information included in this press release.
Contact:
Hayden IR
Peter Seltzberg
646-415-8972
peter@haydenir.com
ir@nei.com
SOURCE NEI, Inc.