MILPITAS, Calif., Nov. 8, 2010 /PRNewswire-FirstCall/ -- Phoenix
Technologies Ltd. (Nasdaq: PTEC), the global leader in core systems
software (CSS), today announced The Gores Group has indicated it
does not intend to submit any further proposals to acquire the
outstanding securities of Phoenix.
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On October 31, 2010, Gores had
submitted a definitive proposal to acquire the outstanding shares
of Phoenix common stock for
$4.20 per share in cash. Marlin
Equity Partners promptly matched Gores' proposal with an amendment
to the definitive merger agreement previously entered into by
Phoenix and affiliates of Marlin
on August 17, 2010, and will now
acquire all outstanding securities of Phoenix for $4.20 per share in cash, or approximately
$152 million in total consideration.
The transaction with Marlin is subject to customary closing
conditions, including the approval of Phoenix's stockholders. The stockholder
meeting to approve the merger is scheduled to be held on
November 19, 2010.
About Phoenix Technologies Ltd.
Phoenix Technologies Ltd. (Nasdaq: PTEC), the leader in core
systems software products, services and embedded technologies,
pioneers open standards and delivers innovative solutions that
enable the PC industry's top system builders and specifiers to
differentiate their systems, reduce time-to-market and increase
their revenues. The Company's flagship products – Phoenix
SecureCore Tiano™ and Embedded BIOS® -- are revolutionizing the PC
user experience by delivering unprecedented performance, security,
reliability, continuity, and ease-of-use. The Company established
industry leadership and created the PC clone industry with its
original BIOS product in 1983. Phoenix has over 200 technology patents issued
and pending, and has shipped firmware in over one billion systems.
Phoenix is headquartered in
Milpitas, California with offices
worldwide. For more information, visit http://www.phoenix.com.
Phoenix, Phoenix Technologies,
Phoenix SecureCore Tiano, Embedded BIOS and the Phoenix
Technologies logo are trademarks and/or registered trademarks of
Phoenix Technologies Ltd. All other marks are the marks of
their respective owners.
Forward- Looking Statements
This press release contains certain forward-looking statements
about Phoenix that are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in the forward-looking
statements. These factors include, but are not limited to, the
occurrence of any event, change or other circumstances that could
affect the timing and results of stockholder approval of the Marlin
merger agreement and the closing of the merger contemplated under
the Marlin merger agreement; the outcome of any legal proceedings
that have or may be instituted against the Company; the risk that
the proposed transaction disrupts current plans and operations; and
other risks that are set forth in the "Risk Factors" and other
sections of Phoenix's filings with
the Securities and Exchange Commission. Many of the factors that
will determine the outcome of the merger are beyond Phoenix's ability to control or predict.
Phoenix undertakes no obligation
to revise or update any forward-looking statements, or to make any
other forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction and the special
meeting of Phoenix stockholders to
approve the transaction, Phoenix
has filed a definitive proxy statement with the Securities and
Exchange Commission on September 22,
2010 and a supplement to the definitive proxy statement on
October 26, 2010 and will file one or
more supplements to the definitive proxy statement (as
supplemented, the "Proxy Statement"). INVESTORS AND SECURITY
HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT AND OTHER
FILED DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain a free copy of the Proxy
Statement and other documents filed by Phoenix at the Securities and Exchange
Commission's website at www.sec.gov. The Proxy Statement and
other relevant documents may also be obtained for free from
Phoenix by directing such request
to Phoenix Technologies Ltd., c/o Investor Relations, 915 Murphy
Ranch Rd., Milpitas, CA,
telephone: (408) 570-1000.
Phoenix and its directors,
executive officers and certain other members of its management and
employees may be deemed to be participants in the solicitation of
proxies from its stockholders in connection with the proposed
merger. Certain information regarding the interests of such
directors and executive officers is included in the Phoenix Proxy
Statement for its 2010 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission on December 30, 2009,
and information concerning all of the Phoenix participants in the solicitation are
included in the Proxy Statement. Each of these documents is,
or will be, available free of charge at the Securities and Exchange
Commission's website at www.sec.gov and from Phoenix Technologies
Ltd., c/o Investor Relations, 915 Murphy Ranch Rd., Milpitas, CA, telephone:
(408) 570-1000.
Contacts:
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Phoenix
Technologies Ltd.
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Robert
Andersen
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Chief Financial
Officer
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Tel:
408-570-1000
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SOURCE Phoenix Technologies Ltd.