LCV Capital Management Closes Tender Offer to Acquire Peerless Systems Corporation; Acquisition Expected to Close Later Today...
12 Febrero 2015 - 7:32AM
LCV Capital Management, LLC ("LCV Capital") today announced the
successful completion of its all-cash tender offer to acquire,
through its wholly owned subsidiary, Mobius Acquisition, LLC, all
outstanding shares of Peerless Systems Corporation (Nasdaq:PRLS)
for $7.00 per share. LCV Capital expects to complete the
acquisition of Peerless later today through a merger under Section
251(h) of the Delaware General Corporation Law. LCV Capital is an
investment management company dedicated to producing superior and
uncorrelated returns for its clients by applying investment
strategies driven by its philosophy of constructive shareholder
activism and comprehensive principal protection.
The tender offer expired at 11:59 p.m., Eastern Time on
February 11, 2015, and a total of 1,839,051 shares were validly
tendered into and not validly withdrawn from the tender offer,
representing approximately 59.86% of Peerless' outstanding shares
on a fully diluted basis, and approximately 68.08% of all
outstanding shares eligible to be tendered in the offer. The
condition of the tender offer that a majority of Peerless'
outstanding shares on a fully diluted basis be validly tendered and
not withdrawn has been satisfied.
As a result of the merger planned later today, Peerless will be
an indirect wholly owned subsidiary of LCV Capital from
February 12, 2015. All remaining eligible Peerless shares will be
converted into the right to receive $7.00 per share in cash,
without interest and less any applicable withholding taxes, the
same price that was paid in the tender offer. Following completion
of the merger, the common stock of Peerless will cease to be traded
on the NASDAQ Stock Exchange and will no longer be listed.
Reed Smith LLP is serving as LCV Capital's legal counsel and
Robinson + Cole LLP is serving as Peerless' legal counsel.
Cautionary statement
This press release contains forward-looking statements that are
based on management's beliefs and assumptions. In some cases, you
can identify forward looking statements by terms such as "may,"
"will," "should," "could," "would," "expects," "plans,"
"anticipates," "believes," "estimates," "projects," "predicts,"
"potential," and similar expressions. Such forward-looking
statements, including statements relating to LCV Capital's
expectations for the future performance of Peerless Systems
Corporation, the future opportunities associated with the
acquisition, and the success of LCV Capital integrating Peerless
into its portfolio, are not historical facts and are subject to
certain risks and uncertainties that could cause actual results to
differ materially from those expressed or implied. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Such risks and
uncertainties include changes in economic, market and competitive
conditions, changes in the regulatory environment and other
government actions, fluctuations in exchange rates and other
factors. LCV Capital, Mobius Acquisition and Peerless undertake no
obligation to revise or update publicly any forward-looking
statement, except as required by law.
CONTACT: Lodovico de Visconti
Managing Partner
(412) 281-7000
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