BURLINGTON, Massachusetts,
Feb. 28, 2019
/PRNewswire/ -- Attunity Ltd. (NasdaqCM:
ATTU) ("Attunity"), a leading provider of data integration and big
data management software solutions, today announced that it will
hold an extraordinary general meeting of shareholders on
Sunday, April 7, 2019, at
10:00 a.m., Israel time, at Attunity's offices located at
16 Atir Yeda Street, Atir Yeda Industrial Park, Kfar Saba,
Israel at which Attunity's
prospective acquisition by QlikTech International AB ("Parent")
will be presented for approval. As previously announced, subject to
the closing of the acquisition, Attunity's shareholders will be
entitled to receive $23.50 per share
in cash, without interest and less any applicable withholding
taxes, for each ordinary share of Attunity owned immediately prior
to the effective time of the acquisition.
The record date for shareholders entitled to vote at the
extraordinary general meeting is the close of business on
Monday, March 4, 2019.
The agenda items for the extraordinary general meeting will
be:
1. To approve the acquisition of Attunity by
Parent, including the approval of: (i) the Agreement and Plan of
Merger, dated as of February 21, 2019
(as it may be amended from time to time, the "merger agreement"),
by and among Parent, Joffiger Ltd., an Israeli company and a
wholly-owned subsidiary of Parent ("Merger Sub"), Attunity and,
solely for purposes of certain specified provisions of the merger
agreement, Project Alpha Intermediate Holding, Inc. ("Ultimate
Parent") and Qlik Technologies, Inc. ("Qlik Technologies"); (ii)
the merger of Merger Sub with and into Attunity (the "merger") on
the terms and subject to the conditions set forth in the merger
agreement and in accordance with Sections 314-327 of the Israeli
Companies Law, 1999 (the "ICL"), following which Merger Sub will
cease to exist as a separate legal entity and Attunity will become
a wholly-owned subsidiary of Parent; (iii) the consideration to be
received by the shareholders of Attunity in the merger, consisting
of $23.50 per share in cash, without
interest and less any applicable withholding taxes, for each
ordinary share of Attunity owned immediately prior to the effective
time of the merger; and (iv) all other transactions and
arrangements contemplated by the merger agreement; and
2. To clarify and approve the accelerated
vesting, as of immediately prior to the effective time of the
merger, of the unvested portion of equity-based awards granted to
Attunity's non-employee directors (such unvested portion to
consist, in the aggregate, of 4,801 restricted share units and
10,024 stock options).
A copy of the merger agreement was attached as Exhibit 99.1 to
Attunity's Report of Foreign Private Issuer on Form 6-K that was
furnished to the U.S. Securities and Exchange Commission (the
"SEC") on February 25, 2019.
The Board of Directors of Attunity unanimously recommends
that Attunity's shareholders vote in favor of the
proposals presented at the
extraordinary general meeting.
Further Details Concerning the Extraordinary General
Meeting
The presence, in person or by proxy, of two or more shareholders
together possessing at least twenty-five percent (25%) of
Attunity's voting power will constitute a quorum at the
extraordinary general meeting. In the absence
of the requisite quorum, the meeting shall be adjourned
to the same day in the next week, at the same time and place,
unless otherwise determined at the meeting in accordance with the
ICL, Attunity's Articles of Association and the merger
agreement.
If a quorum is present, the adoption and approval of the
aforesaid proposals at the extraordinary general meeting requires
the affirmative vote of the holders of a majority of
Attunity's ordinary shares present, in person or by proxy, at
the meeting (or any adjournment or postponement thereof), excluding
abstentions and broker non-votes and, with respect to Item 1 (the
merger proposal), excluding any ordinary shares that are held by
Merger Sub, Parent or by any person or entity holding at least 25%
of the "means of control" (as defined under the ICL) of either
Merger Sub or Parent, or any person or entity acting on behalf of
either Merger Sub or Parent or any person or entity described in
the previous clause, including any of their affiliates.
In accordance with the ICL, (i) position statements with respect
to any of the proposals at the meeting must be delivered to
Attunity no later than ten days prior to the meeting date and
(ii) eligible shareholders, holding at least one percent of
Attunity's outstanding ordinary shares, may present proper
proposals for inclusion in the meeting by submitting their
proposals to Attunity no later than one week following the date
hereof and, if Attunity determines that a shareholder proposal is
appropriate to be added to the agenda in the meeting, it will
publish a revised agenda in the manner set forth below.
Additional Important Information and Where to Find It
In connection with the merger and the transactions contemplated
by the merger agreement, Attunity will prepare a proxy statement to
be delivered to its shareholders of record, along with a proxy card
enabling them to indicate their vote on each matter. INVESTORS AND
SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION about the various matters to be voted upon at the
meeting.
Attunity will also furnish copies of the proxy statement and
other documents with the SEC on Form 6-K, which may be obtained for
free from the SEC's website at www.sec.gov, Attunity's website at
www.attunity.com or by directing the request to Attunity's Investor
Contact below. If applicable, valid position statements will be
published by way of issuing a press release and/or filing a Form
6-K with the SEC (which will be made available to the public on the
SEC's website above).
About Attunity
Attunity is a leading provider of data
integration and big data management software solutions that enable
availability, delivery and management of data across heterogeneous
enterprise platforms, organizations and the cloud. Attunity's
software solutions include data replication and
distribution, test data management, change data capture
(CDC), data connectivity, enterprise file replication
(EFR), managed file transfer (MFT), data warehouse
automation, data usage analytics and cloud data
delivery.
Attunity has supplied innovative software solutions to its
enterprise-class customers for over 20 years and has successful
deployments at thousands of organizations worldwide. Attunity
provides software directly and indirectly through various partners
such as Microsoft, Oracle, IBM and Hewlett Packard Enterprise.
Headquartered in Boston, Attunity
serves its customers via offices in North
America, Europe, and
Asia Pacific and through a network
of local partners. For more information, visit
www.attunity.com or our blog and join our community on
Twitter, Facebook, Linkedin and YouTube.
Safe Harbor Statement
This press release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 and other applicable
securities laws. Statements preceded by, followed by, or that
otherwise include the words "believes", "expects", "anticipates",
"intends", "estimates", "plans", and similar expressions or future
or conditional verbs such as "will", "should", "would", "may" and
"could" are generally forward-looking in nature and not historical
facts. Because such statements deal with future events, they are
subject to various risks and uncertainties and actual results,
expressed or implied by such forward-looking statements, could
differ materially from Attunity's current expectations. Factors
that could cause or contribute to such differences include, but are
not limited to, risks and uncertainties relating to:
uncertainty as to whether the merger will be completed; the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; costs and
potential litigation associated with the merger; the failure to
obtain the necessary shareholder approval or regulatory clearances
or to satisfy the other closing conditions set forth in the merger
agreement; risks that the merger disrupts current plans and
operations and the potential difficulties in employee retention as
a result of the merger; the distraction of management of Attunity
resulting from the merger; and the other risk factors discussed
from time to time by Attunity in reports filed with, or furnished
to, the SEC. Except as otherwise required by law, Attunity
undertakes no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated
events.
For more information, please contact:
Investor Contact:
Allison Soss
KCSA Strategic Communications
+1-212-896-1267
Attunity@kcsa.com
Company Contact:
Dror
Harel-Elkayam, CFO
Attunity Ltd.
+972-9-899-3000
Dror.elkayam@attunity.com
The contents of any website or hyperlinks mentioned in this
press release are for informational purposes and the contents
thereof are not part of this press release.
© Attunity 2019. All Rights
Reserved. Attunity is a registered trademark
of Attunity Inc. All other product and company names
herein may be trademarks of their respective owners.
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SOURCE Attunity Ltd.