Aladdin Knowledge Systems Enters Into Merger Agreement with Vector Capital Affiliate
12 Janvier 2009 - 1:00PM
Business Wire
Aladdin Knowledge Systems Ltd. (NASDAQ: ALDN) today announced that
it has entered into a definitive merger agreement to be acquired by
an investor group lead by Vector Capital, a leading private equity
firm specializing in the technology industry, in a transaction
valued at approximately $160 million. Under the terms of the
agreement, Aladdin shareholders will receive $11.50 per share in
cash for each share of common stock they hold. This represents a
premium of approximately 20% over Aladdin's closing share price on
January 9, 2009, the last trading day prior to today's
announcement, and a premium of approximately 64% over Aladdin�s
closing share price on January 5, 2009, the last trading day prior
to Aladdin�s announcement that it was in continuing discussions
with Vector Capital regarding a possible strategic transaction.
�After extensive negotiations and careful and thorough analysis,
conducted with our independent advisors, the Board has unanimously
endorsed this transaction as in the best interests of the Company
and our shareholders,� said Yanki Margalit, Chairman and CEO of
Aladdin Knowledge Systems. Commenting on the announcement, David
Fishman, Partner, Vector Capital, said, �We are very excited about
adding Aladdin to our portfolio of outstanding technology companies
and believe that placing Aladdin�s DRM and Authentication assets
under common management with those of our portfolio company,
SafeNet Inc., a global leader in information security, makes
considerable strategic sense and will greatly benefit all
stakeholders. Aladdin is an exceptional company, with significant
potential and a strong commitment to its employees, partners and
customers worldwide. We understand Aladdin�s industry and business
well, and look forward to working collaboratively to ensure a
smooth and expeditious transition.� The transaction is subject to
certain closing conditions, including the approval of Aladdin�s
shareholders, antitrust regulatory approvals, and the satisfaction
of other customary closing conditions. Approximately 14% of
Aladdin's outstanding shares in the aggregate are held by an
affiliate of Vector Capital, and Directors of Aladdin, including
Mr. Margalit, have entered into a voting agreement�for 19% of the
outstanding shares pursuant to which they have�agreed to vote all
of�their shares in favor of the transaction. There is no financing
condition to consummate the transaction. The transaction is
expected to close following the satisfaction of all closing
conditions, which is anticipated to occur in the next two to three
months. Wells Fargo Foothill, part of Wells Fargo & Company
(NYSE:WFC), has committed to provide debt financing in support of
the acquisition. The transaction will be presented to Aladdin
shareholders for approval at Aladdin�s Extraordinary General
Meeting, which will be scheduled as soon as practicable. About
Aladdin Aladdin Knowledge Systems (NASDAQ: ALDN) is an information
security leader with offices in 15 countries, a worldwide network
of channel partners, and numerous awards for innovation. Aladdin
eToken is the world's #1 USB-based authentication solution,
offering identity and access management tools that protect
sensitive data. Aladdin SafeWord two-factor authentication
technology protects companies' important information assets and
applications. Aladdin HASP SRM boosts growth for software
developers and publishers through strong anti-piracy protection, IP
protection, and secure licensing and product activation. Aladdin
eSafe delivers real-time intelligent Web gateway security that
helps protect data and networks, improves productivity, and enables
compliance. Visit www.Aladdin.com. About Vector Capital Vector
Capital is a leading private equity firm specializing in spinouts,
buyouts and recapitalizations of established technology businesses.
Vector identifies and pursues these complex investments in both the
private and public markets. Vector actively partners with
management teams to devise and execute new financial and business
strategies that materially improve the competitive standing of
these businesses and enhance their value for employees, customers
and shareholders. Among Vector's notable investments are LANDesk
Software, Savi Technology, SafeNet, Corel Corporation (Nasdaq:
CREL), Precise Software Solutions, Printronix, Register.com,
Tripos, WinZip and Watchguard Technologies. For more information,
visit www.vectorcapital.com. Safe Harbor Statement Certain
information presented herein constitutes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements are subject to known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include general economic and business
conditions, risks relating to the Company�s recent acquisitions of
Athena Smartcards, SafeWord and EutronSec, including the failure to
realize expected synergies, failure to effectively integrate these
businesses into its business and increasing unexpected liabilities,
the loss of market share, changes in the level of business or
anticipated business from a large customer or customers, failure to
achieve anticipated customer orders, changes in the competitive
landscape and other factors over which the company has little or no
control. The completion of the Company�s announced merger with an
affiliate of Vector Capital is subject to certain closing
conditions, and the Company cannot be certain that these conditions
will be satisfied or waived. For more information, please refer to
the Company�s filings with the Securities and Exchange Commission,
which are available on the Commission�s website at www.sec.gov.
�2009 Aladdin Knowledge Systems, Ltd. All rights reserved. HASP,
eToken, eSafe, Aladdin Knowledge Systems and the Aladdin logos are
trademarks or registered trademarks of Aladdin Knowledge Systems,
Ltd. All other product and brand names mentioned in this document
are trademarks or registered trademarks of their respective owners.
Aladdin Knowledge Systems Ltd (MM) (NASDAQ:ALDN)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Aladdin Knowledge Systems Ltd (MM) (NASDAQ:ALDN)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024