Enters Into Merger Agreement With Mobius
Acquisition, LLC
Mobius to Commence All-Cash Tender
Offer
Peerless Systems Corporation (Nasdaq:PRLS) today reported that it
has entered into a definitive merger agreement to be acquired by
Mobius Acquisition, LLC for $7.00 per share in cash, pursuant to a
cash tender offer and second step merger. Upon completion of the
transaction, Peerless will become a privately held company. The
Peerless board of directors has unanimously approved the agreement
and recommended that the shareholders of Peerless accept the offer
and tender their shares into the offer. Neither management nor
members of the Board of Directors of Peerless have any affiliation
with Mobius.
Under the terms of the agreement, Peerless shareholders will
receive $7.00 in cash for each share of Peerless common stock,
representing a premium of approximately 91.8% over Peerless'
closing price prior to the announcement of the Deer Valley
acquisition on September 2, 2014, a 54.6% premium over Peerless'
average closing price during the 90 trading days ending December
19, 2014, and a 43.4% premium over Peerless' average closing price
during the 30 trading days ending December 19, 2014.
"We believe this transaction is in the best interests of
Peerless and our shareholders. Our agreement with Mobius represents
an attractive valuation for our shareholders, and we look forward
to closing the transaction expeditiously," said Timothy Brog, Chief
Executive Officer of Peerless.
Under the terms of the merger agreement, Peerless intends
to solicit superior proposals from third parties pursuant to a
"go-shop" provision in the Merger Agreement until the earlier of
the 50th day following execution of the Merger Agreement and the
closing of the Tender Offer. There can be no assurances that the
solicitation of proposals will result in an alternative
transaction. Unless required by law, Peerless does not intend to
disclose developments with respect to this solicitation process
until it is completed.
If Peerless terminates the Merger Agreement due to a breach by
Mobius, or because Mobius fails to consummate the Tender Offer or
the Merger, Mobius is required to pay to Peerless a termination fee
in the amount of $6,000,000. Payment of such termination fee is
secured by a letter of credit from First Niagara Bank.
Under the terms of the merger agreement, Mobius will commence a
cash tender offer to purchase all of the outstanding shares of
Peerless' common stock no earlier than January 6, 2015 and no later
than January 13, 2015. The closing of the tender offer is subject
to customary closing conditions, including the tender of at least a
majority of Peerless' common stock. If the tender offer closes,
Mobius will acquire any Peerless shares that are not purchased in
the tender offer in a second-step merger, at the same price per
share paid in the tender offer. The transaction is not subject to a
financing condition. Peerless expects the transaction to close in
February or March 2015. There can be no assurance that the tender
offer will be completed, or if completed, that it will be completed
in February or March 2015.
About Peerless Systems Corporation
Founded in 1982, Peerless historically licensed imaging and
networking technologies to the digital document markets. Effective
October 31, 2008, Peerless sold its imaging and networking
technologies and certain other assets to Kyocera-Mita
Corporation. Peerless retains certain rights to continue
licensing these technologies to customers in the digital document
markets. Peerless is seeking to maximize the value of its
licensing business and is exploring various alternatives to enhance
stockholder value, potentially through establishing a new
venture or acquiring an existing business, as well as through
other investment opportunities.
About Deer Valley Corporation (Peerless' 80% owned
subsidiary)
Deer Valley, through its wholly owned subsidiaries Deer Valley
Homebuilders, Inc. and Deer Valley Financial Corp., designs and
manufactures factory built homes, and provides dealer
inventory-secured financing, and warranty and repair services for
its factory built homes. Deer Valley's manufacturing plant
located in Guin, Alabama, produces homes which are marketed in 14
states through a network of independent dealers, builders,
developers and government agencies located primarily in the
southeastern and south central regions of the United States.
Inventory secured loan financing is offered to qualified retail
dealers and developers, through DVFC, for homes Deer Valley
manufactures.
Safe Harbor Statement Under the U.S. Private Securities
Litigation Reform Act of 1995
Some statements included in this news release are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange
Act, and, therefore, involve uncertainties or risks that could
cause actual results to differ materially there from. These
statements may contain words such as "desires," "believes,"
"anticipates," "plans," "expects," "intends," "estimates" or
similar expressions. These statements are not guarantees of
the Company's future performance and are subject to risks,
uncertainties and other important factors that could cause actual
performance or achievements to differ materially from those
expressed or implied by these forward-looking statements. Such
statements include, but are not limited to, the Company's ability
to maximize the value of its licensing business or to enhance
stockholder value, potentially through establishing a new
venture or acquiring an existing business, or through other
investment opportunities. Additional information regarding factors
that could cause results to differ materially from management's
expectations is found in the section entitled "Risk Factors" in the
Company's 2014 Annual Report on Form 10-K filed with the SEC
on April 30, 2014, as well as risks discussed in Deer Valley's
Annual Report on Form 10-K filed with the SEC on March 20,
2014. The Company intends that the forward-looking statements
included herein be subject to the above-mentioned statutory safe
harbors. Investors are cautioned not to rely on forward-looking
statements. The Company disclaims any obligation to update
forward-looking statements.
Notice to Investors
The tender offer for the outstanding common stock of the Company
referred to in this report has not yet commenced. This press
release is neither an offer to purchase nor a solicitation of an
offer to sell any securities. The solicitation and the offer to buy
shares of the Company common stock will be made pursuant to an
offer to purchase and related materials that Mobius intends to file
with the Securities and Exchange Commission. At the time the offer
is commenced, Mobius will file a tender offer statement on Schedule
TO with the Securities and Exchange Commission, and thereafter the
Company will file a solicitation/recommendation statement on
Schedule 14D-9 with respect to the offer. The tender offer
statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the
solicitation/recommendation statement will contain important
information that should be read carefully and considered before any
decision is made with respect to the tender offer. These materials
will be sent free of charge to all stockholders of the Company when
available. In addition, all of these materials (and all other
materials filed by the Company with the Securities and Exchange
Commission) will be available at no charge from the Securities and
Exchange Commission through its website at www.sec.gov.
Investors and security holders may also obtain free copies of the
documents filed with the Securities and Exchange Commission by the
Company by contacting Yi Tsai, at Peerless Systems Corporation,
telephone number (203) 350-0040.
CONTACT: Peerless Systems Corporation
Timothy E. Brog
Chief Executive Officer
203-350-0045
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