Bitstream Inc. Agrees to Sell Font Business to Monotype Imaging; Files Registration Statement for Spin-Off of Non-Font Business
10 Novembre 2011 - 11:45PM
Business Wire
Bitstream Inc. (NASDAQ: BITS) today announced that it has
entered into a definitive agreement to sell its font business to
Monotype Imaging Holdings, Inc. (NASDAQ: TYPE) in a cash merger
valued at $50 million, subject to closing adjustments. The
transaction will be effected as a cash merger of a subsidiary of
Monotype Imaging into Bitstream. Prior to the closing of the
merger, Bitstream will distribute to Bitstream shareholders shares
of a newly-formed company, Marlborough Software Development
Holdings Inc. (”MSDH”), that was formed to hold all of Bitstream's
non-font assets, including the Pageflex business and Bolt browser
technology. MSDH will also assume certain liabilities from
Bitstream, primarily those related to the non-font assets.
Commenting on these developments, Bitstream’s chairman and
interim CEO, Amos Kaminsky, stated "We are pleased with the
developments announced today. We believe these proposed
transactions will provide Bitstream shareholders with significant
cash proceeds by monetizing Bitstream's legacy font business for an
amount which represents most of Bitstream’s current market
capitalization, while providing shareholders with continuing "pure
play" ownership of Bitstream's Pageflex business and Bolt
technology."
Kaminsky added, ”The board of Bitstream has named Pinhas Romik,
who is currently the General Manager of the Bitstream Pageflex
business, to serve as the CEO of MSDH effective immediately. Pinhas
has been manager of our Pageflex division with responsibilities for
the integration of the iWay acquisition, as well as helping foster
significant relationships such as the one we have recently
established with Heidelberg. It is logical for Pinhas to serve as
the Chief Executive Officer of MSDH and to continue to serve in
that role should the spin-off occur.”
Mr. Romik stated, "I want to thank the current board members of
Bitstream for their support. I continue to be excited by the
opportunities for Pageflex as a leader in the print and marketing
automation tools business. I am also excited about opportunities to
extend the reach of our Bolt browser technology.
Mr. Kaminsky noted that, “In the event the spin-off occurs, the
board of MSDH will be comprised of Jon Kagan, Mel Keating, myself,
and Raul Martynek, who will serve as Chairman of the Board. This
will ensure consistency at both the management and board levels.”
Messrs. Kagan, Keating, and Martynek joined the Bitstream board in
the first half of 2010 and since that time have been involved in
all aspects of the company's pursuit of its strategic alternatives.
Mr. Kaminsky added, “We are also pleased that Bitstream’s CFO Jim
Dore will act as Executive Vice President and Chief Financial
Officer for MSDH and has agreed to remain in these roles following
the spin-off.”
Mr. Martynek stated, "I want to thank the employees of Bitstream
for their contribution to the success of the company. We are
looking forward to the opportunity to grow the Pageflex business
and to create additional value for its shareholders."
Bitstream anticipates that the merger and the spin-off of MSDH
will be taxable transactions to Bitstream’s shareholders. These and
other considerations will be set forth in greater detail in a proxy
statement to be filed with the Securities and Exchange Commission
in connection with the special meeting to approve the merger
transaction. The merger transaction is subject to the completion of
customary closing conditions, including the consummation of the
spin-off transaction, and the approval of Bitstream’s
shareholders.
The spin-off transaction is subject to the effectiveness of the
registration statement on Form S-1 filed today with the Securities
Exchange Commission with respect to the spin-off transaction. The
merger and spin-off transactions are expected to close in the first
quarter of 2012.
Additional information regarding MSDH and the proposed spin-off
is contained in the registration statement filed by MSDH regarding
the spin-off transaction. The registration statement relating to
the MSDH securities has not yet become effective. These securities
may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
MSDH securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
Forward Looking Statements Disclosure
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements are based on management’s current
expectations. Statements that refer to Bitstream’s or MSDH’s plans
for executing the merger and spin-off, the taxable nature and
timing of the merger and spin-off, and future prospects of the
companies as independent companies, and the like, are
forward-looking statements that reflect the Company’s current
plans. We undertake no obligation to update or supplement
forward-looking statements that become untrue because of subsequent
events, new information or otherwise after the date of this
document.
Additional Information about the Merger and Where to Find it
In connection with the transactions contemplated by the merger
agreement, Bitstream will file a proxy statement with the SEC.
Additionally, Monotype Imaging and Bitstream will file other
relevant materials in connection with the proposed acquisition of
Bitstream by Monotype Imaging pursuant to the terms of the merger
agreement. The materials to be filed by Monotype Imaging and
Bitstream with the SEC may be obtained free of charge at the SEC’s
web site at www.sec.gov. Investors and security holders of
Bitstream are urged to read the proxy statement and the other
relevant materials when they become available before making any
voting or investment decision with respect to the proposed merger
because they will contain important information about the merger
and the parties to the merger.
Bitstream and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from the security
holders of Bitstream in connection with the merger. Information
about executive officers and directors of Bitstream and their
ownership of Bitstream common stock is set forth in Bitstream’s
proxy statement, which was filed with the SEC on May 2, 2011 and is
supplemented by other public filings made, and to be made, with the
SEC. Investors and security holders may obtain additional
information regarding the direct and indirect interests of
Bitstream and its executive officers and directors in the merger by
reading the proxy statement and the other filings and documents
referred to above.
About Bitstream
Bitstream Inc. develops software technologies and applications
for the graphic art and mobile communications industries.
Bitstream’s award-winning fonts and font technologies enable device
manufacturers and application developers to render the highest
quality text in any language, on any device, at any resolution. The
company’s MyFonts brand is the world’s leading provider of fonts to
consumers. Bitstream’s Pageflex brand enables marketers to easily
produce customized communications in print, email and online. The
company’s latest offering is the BOLT mobile browser, which has
been installed by millions of users worldwide since its release in
February 2009. For more information visit www.bitstream.com.
Additional information regarding Bitstream’s business is contained
in Bitstream’s filings with the Securities and Exchange Commission,
including Bitstream’s Annual Report on Form 10-K for the year ended
December 31, 2010, as supplemented by Bitstream’s subsequent
quarterly reports on Form 10-Q in 2011.
Grafico Azioni Global X Blockchain and ... (NASDAQ:BITS)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Global X Blockchain and ... (NASDAQ:BITS)
Storico
Da Gen 2024 a Gen 2025