Versata Enterprises to Acquire NUVO
11 Dicembre 2007 - 2:07PM
Marketwired
OTTAWA, ONTARIO , a leading managed services provider of
solutions that MAXimize IT� availability and performance, today
announced that it has entered into a definitive agreement pursuant
to which a wholly-owned subsidiary of Versata Enterprises, Inc.
will acquire all of NUVO's outstanding shares in an all-cash
transaction valued at $0.57 per share, or approximately $17.65
million. The Versata transaction represents a premium of 103% to
NUVO's closing share price on December 10, 2007.
The Board of Directors has unanimously approved the transaction
and is unanimously recommending that shareholders vote in favour of
the transaction. A number of NUVO's largest shareholders and each
of its directors, CFO and CEO, who collectively hold 8,904,479
shares representing approximately 28.8% of NUVO's issued and
outstanding common shares, have entered into a lock-up agreement
with Versata pursuant to which they have agreed to vote their
shares in favour of the transaction.
Versata Enterprises, Inc., a privately held company based in
Austin, TX, has indicated that it intends to continue operating
NUVO as a stand-alone corporation within its family of software and
services businesses.
"By joining the Versata family, we believe that NUVO will
benefit from the leverage offered by a larger parent similarly
focused on IT solutions" said Phil Weaver, President and CEO of
NUVO. "This acquisition is expected to enable a broader set of
product and services offerings for our customers and to secure a
continued focus on the substantial business benefits captured by
customers who deploy NUVO's IT management services."
"We are delighted to welcome NUVO to Versata. We are a
customer-focused company and this acquisition will benefit both
Versata and NUVO customers. For NUVO customers, our global scale
and enterprise software expertise will enable us to enhance and
accelerate product roadmaps and provide more options and services.
For Versata customers, NUVO's expertise in network management and
hosting will extend our ability to reduce overall IT cost. We look
forward to working with NUVO's employees and customers to ensure a
strong, customer-driven future", said Randy Jacops, CEO of Versata
Enterprises.
The transaction is to be carried out by way of a statutory plan
of arrangement and will be subject to the approval of two-thirds of
the votes cast by NUVO's shareholders at a meeting of shareholders,
currently expected to be held in February, as well as Court
approval. The transaction is also subject to certain other
customary conditions, including the receipt of regulatory
approvals. The proposed transaction is expected to close in
February, shortly after receipt of shareholder and Court
approvals.
NUVO expects to send an information circular relating to the
transaction to shareholders later this month. A copy of the
agreement providing for the transaction will be filed with the
Canadian securities regulators. The information circular and the
agreement providing for the transaction will be available at
www.sedar.com.
Wellington West Capital Markets Inc. acted as financial adviser
to NUVO in connection with the transaction.
About NUVO
NUVO provides remote management and protection of IT
infrastructures for businesses worldwide to maximize the
availability of their computing infrastructure. NUVO enables our
customers to excel by delivering fully integrated, proactive
management software, services and business data. This provides the
critical information needed for effective analysis and
decision-making to maximize performance and control costs.
About Versata Enterprises
With a global presence covering 45 countries, Versata
Enterprises solves the most complex business problems for the
world's largest organizations. Versata Enterprises comprises a
number of leading enterprise solution providers, including Versata,
Inc., Artemis International Solutions Corporation, Gensym
Corporation and Nextance, Inc. Versata distinguishes itself in the
software industry by focusing on customer priorities as driven by
value delivered. Versata's market-leading Customer Success Program
ensures customer involvement in product decisions and business
priorities and provides a twice-yearly opportunity for customers to
score Versata's performance against commitments. Versata also
offers customers the opportunity to leverage Versata's global
efficiency by offering a menu of services to help customers lower
the cost of technology services across the enterprise. Further
information is available at http://www.versata.com.
Forward Looking Statements
This press release contains information that is forward looking
information with respect to NUVO within the meaning of Section
138.4(9) of the Ontario Securities Act (forward looking statements)
and other applicable securities laws. In some cases,
forward-looking information can be identified by the use of terms
such as "may", "will", "should", "expect", "plan", "anticipate",
"believe", "intend", "estimate", "predict", "potential", "continue"
or the negative of theses terms or other similar expressions
concerning matters that are not historical facts. In particular,
statements about the proposed acquisition of NUVO by Versata
Enterprises, including the expected timetable for completing the
transaction, the receipt of shareholder and regulatory approvals,
benefits and synergies of the transaction, future opportunities for
the combined company and products and any other statements
regarding NUVO and Versata's future expectations, beliefs, goals or
prospects are or involve forward-looking information.
Forward-looking information is based on certain factors and
assumptions. While the company considers these assumptions to be
reasonable based on information currently available to it, they may
prove to be incorrect. Forward-looking information, by its nature
necessarily involves risks and uncertainties, including the
parties' ability to consummate the transaction, the conditions to
the completion of the transaction, including the receipt of
shareholder approval, court approval or the regulatory approvals
required for the transaction may not be obtained on the terms
expected or on the anticipated schedule. Additional risks and
uncertainties affecting NUVO can be found in NUVO's Annual Report
for the fiscal year ended September 30, 2006 and in its most recent
quarterly report filed on SEDAR at www.sedar.com, and as may be set
out in NUVO's management proxy circular in respect of the proposed
transaction to be made available, once filed, on SEDAR at
www.sedar.com. If any of these risks or uncertainties were to
materialize, or if the factors and assumptions underlying the
forward-looking information were to prove incorrect, actual results
could vary materially from those that are expressed or implied by
the forward-looking information contained herein. NUVO assumes no
obligation to update or revise any forward looking statements,
whether as a result of new information, future events or otherwise.
Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
The TSX Venture Exchange has neither approved nor disapproved
the content of this press release. The TSX Venture Exchange does
not accept responsibility for the adequacy or accuracy of this
release.
Contacts: NUVO Network Management Inc. Carl Smith Chief
Financial Officer 613-726-5036 613-721-1399 (FAX) csmith@nuvo.com
www.nuvo.com
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