Attached files
| file | filename |
|---|---|
| 8-K - PROGINET CORP | v188760_8k.htm |
| EX-2.1 - PROGINET CORP | v188760_ex2-1.htm |
Exhibit
99.1
Proginet
Corporation to be Acquired by TIBCO Software
Garden City, N.Y. — June 22,
2010 — Proginet
Corporation [OTCBB: PRGF], a world leader in multi-platform file transfer
solutions, today announced that on June 21, 2010, it entered into a definitive
merger agreement to be acquired by TIBCO Software Inc. (NASDAQ: TIBX), in a
transaction valued at approximately $23 million. Under the terms of
the agreement, Proginet stockholders will receive $1.15 in cash for each share
of Proginet common stock they hold, representing a premium of approximately 22%
to the closing price of Proginet’s common stock on June 21, 2010, the last
trading day before the signing of the merger
agreement. Outstanding options will be canceled at closing, and
the option holders will receive the amount by which the per share merger price
exceeds the option exercise price, if any. The Proginet Board
of Directors unanimously approved the merger agreement and the merger and has
approved recommending the approval of the transaction to Proginet’s
stockholders.
“This
transaction achieves significant value for our shareholders and will help extend
our global reach as a leading provider of managed file transfer technology,”
said Sandy Weil, Proginet President and CEO. “Together with TIBCO, we will be
able to deliver services and technologies that improve business processes for
companies worldwide.”
The
transaction is subject to customary closing conditions, including the approval
of Proginet stockholders. All of Proginet’s directors, and certain
officers and stockholders, representing approximately 21.4% of Proginet’s issued
and outstanding common stock, have entered into voting agreements in support of
the acquisition. The transaction is not subject to a financing
condition. Proginet expects the transaction to close in the first
quarter of Proginet’s fiscal 2011 (which commences on August 1,
2010).
About
Proginet Corporation
Proginet
Corporation offers universal, multi-platform software solutions for fast,
secure, and inexpensive file transfers both inside and outside the enterprise.
Hundreds of companies worldwide rely on Proginet’s CyberFusion Integration Suite
(CFI)®, SlingshotTM, AnyFileNowTM and Proginet Accelerator, Inc.’s file transfer
acceleration technology, RocketStream, to streamline business conduct while
securing customer data and limiting the risks associated with sharing
proprietary information with partners and colleagues around the globe. With over
20 years of experience in the managed file transfer arena, Proginet’s global
customer base spans more than 30 countries and includes many Fortune 500
companies. Headquartered in New York, the company is publicly traded under the
symbol [OTCBB: PRGF.OB]. For more information, visit www.proginet.com.
About
TIBCO Software, Inc.
Headquartered
in Palo Alto, California, TIBCO Software Inc. (NASDAQ:TIBX) provides enterprise
software that helps companies achieve service-oriented architecture (SOA) and
business process management (BPM) success. With over 4,000 customers and offices
in 40 countries, TIBCO has given leading organizations around the world better
awareness and agility–what TIBCO calls The Power of Now®.
Important
Additional Information will be Filed with the SEC
This
communication may be deemed to be proxy solicitation material in respect of the
proposed transaction. In connection with the proposed
transaction, Proginet will file or furnish relevant documents, including a proxy
statement, concerning the proposed transaction with the SEC. Investors and stockholders of
Proginet are urged to read the proxy statement and other relevant materials when
they become available because they will contain important information about
Proginet and the proposed transaction. The final
proxy statement will be mailed to the company’s stockholders.
Investors
and stockholders may obtain a free copy of the proxy statement and any other
relevant documents filed or furnished by Proginet with the SEC (when available)
at the SEC’s Web site at www.sec.gov. In addition, investors and stockholders
may obtain free copies of the documents filed with the SEC by Proginet by
contacting Proginet’s Corporate Secretary at (516) 535-3600 or by going to the
investor relations website portion of the Proginet website at
http://www.proginet.com/about-us/investor-relations/.
Proginet
and its directors and certain executive officers may be deemed to be
participants in the solicitation of proxies from Proginet stockholders in
respect of the proposed transaction. Information about the directors
and executive officers of Proginet and their respective interests in Proginet by
security holdings or otherwise will be set forth in the proxy statement that
will be filed by Proginet with the SEC. Stockholders may obtain
additional information regarding the interests of Proginet and its directors and
executive officers in the merger, which may be different than those of the
Company’s stockholders generally, by reading the proxy statement and other
relevant documents regarding the merger, when filed with the
SEC. Each of these documents is, or will be, available as described
above.
Forward-Looking
Statements
This
press release contains certain “forward-looking statements” within the meaning
of the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements are statements that are not
historical facts. Words such as “expect(s)”, “feel(s)”, “believe(s)”, “will”,
“may”, “anticipate(s)”, “intend(s)” and similar expressions are intended to
identify such forward-looking statements. These statements include, but are not
limited to, the expected timing of the acquisition; the ability of TIBCO
Software and Proginet to close the acquisition; and statements regarding future
performance. All of such information and statements are subject to certain risks
and uncertainties, the effects of which are difficult to predict and generally
beyond the control of Proginet, that could cause actual results to differ
materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and uncertainties
include, but are not limited to: (i) uncertainties associated with the
acquisition of Proginet by TIBCO Software, (ii) uncertainties as to the timing
of the merger; (iii) failure to receive approval of the transaction by the
stockholders of Proginet; (iv) the ability of the parties to satisfy closing
conditions to the transaction; (v) changes in economic, business, competitive,
technological and/or regulatory factors; and (vi) those risks identified and
discussed by Proginet in its filings with the SEC. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this press release. Neither TIBCO Software nor Proginet
undertakes any obligation to republish revised forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. Readers are also urged to carefully review
and consider the various disclosures in Proginet’s SEC periodic and interim
reports, including but not limited to its Annual Report on Form 10-K for the
fiscal year ended July 31, 2009, Quarterly Reports on Form 10-Q for the fiscal
quarters ended October 31, 2009, January 31, 2010 and April 30, 2010, and
Current Reports on Form 8-K filed from time to time by Proginet. All
forward-looking statements are qualified in their entirety by this cautionary
statement.
Proginet
Financial Contact
Joe
Christel
Chief
Financial Officer
(516)
535-3686
joe.christel@proginet.com
Media
Contacts
Erica
Camilo
BluePoint
Venture Marketing for Proginet
(781)
861-7800
erica@bluepointmktg.com
Holly
Burkhart
TIBCO
Software Inc.
(650)
846-5624
hburkhart@tibco.com