Network Engines, Inc., or NEI, (NEI) said it has signed a definitive merger agreement with UNICOM Systems, Inc. and a new UNICOM subsidiary under which UNICOM will acquire NEI for $1.45 per common share in cash. The transaction is worth about $63.2 million.
The purchase price represents a premium of approximately 85.5% to NEI's closing price of $0.78 on June 18.
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.
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.
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.
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.."
The deal is currently expected to close within NEI's fiscal 2012 fourth quarter, the period ending September 30, 2012.
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