INX Announces End of “Go-Shop” Period
November 22 2011 - 4:35PM
Business Wire
INX Inc. (NASDAQ: INXI; the “Company”; or “INX”) today announced
the expiration of the “go-shop” period pursuant to the terms of the
previously announced merger agreement entered into on November 1,
2011 among INX, Presidio, Inc. (“Presidio”) and a wholly owned
subsidiary of Presidio (“Merger Sub”).
Under the merger agreement, INX had the right to solicit
alternative acquisition proposals from third parties for a period
of 21 days continuing through November 21, 2011. During the
“go-shop” period, at the direction of INX’s board of directors, the
financial advisor to the board of directors contacted fourteen
parties, including nine strategic parties and five financial
sponsors, to solicit interest in a possible alternative
transaction. Despite these solicitation efforts, INX did not
receive any alternative acquisition proposals during the “go-shop”
period.
Under the terms of, and subject to the conditions set forth in,
the merger agreement, Merger Sub will merge with and into INX, the
separate corporate existence of Merger Sub shall cease, and INX
shall continue as the surviving corporation of the merger. At the
closing of the merger, each outstanding share of INX’s common
stock, other than certain shares as described in the merger
agreement, will be cancelled and automatically converted into the
right to receive $8.75 in cash (the “Merger Consideration”),
without interest. The merger agreement further provides that at the
closing, each vested option to acquire shares of INX’s common stock
(all options will become vested pursuant to the merger agreement)
shall be cancelled and converted into the right to receive an
amount in cash, without interest, equal to the product of (x) the
aggregate number of shares of INX’s common stock subject to such
option, multiplied by (y) the excess, if any, of the Merger
Consideration over the per share exercise price under such option,
less any applicable withholding taxes. INX expects to file shortly
with the Securities and Exchange Commission proxy materials related
to the special meeting of INX stockholders to vote on and approve
the proposed merger with Merger Sub. The transaction is expected to
close in early 2012, but it may close as early as late 2011,
subject to customary closing conditions, including receipt of
stockholder and regulatory approvals.
ABOUT INX INC.:
INX Inc. (NASDAQ: INXI) is a leading U.S. provider of IP based
unified communications and data center/cloud infrastructure
solutions for enterprise organizations. Through its suite
of technology offerings, INX provides organizations with
advanced architecture solutions that also focus on the enabling
infrastructure. Services are centered on the design, implementation
and support of network infrastructure, including routing and
switching, wireless, security, unified communications, and cloud
computing solutions incorporating both data center and desktop
virtualization. Customers include enterprise organizations such as
corporations, as well as federal, state and local governmental
agencies. Because of its focus, expertise and experience, INX
believes it delivers superior results for its customers. Additional
information about INX can be found on the Web at www.inxi.com.
SAFE HARBOR STATEMENT:
The statements contained in this document that are not
statements of historical fact including but not limited to,
statements identified by the use of terms such as “anticipate,”
“appear,” “believe,” “could,” “estimate,” “expect,” “hope,”
“indicate,” “intend,” “likely,” “may,” “might,” “plan,”
“potential,” “project,” “seek,” “should,” “will,” “would,” and
other variations or negative expressions of these terms, are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements are based on current expectations and are subject to a
number of risks and uncertainties. Such risks and uncertainties
include failure to satisfy the conditions of the proposed
transaction, including failure to obtain the required approvals of
the Company’s stockholders; any delay in consummating the proposed
transaction or the failure to consummate the proposed transaction;
the outcome of, or expenses associated with, any litigation which
may arise in connection with the proposed transaction; and general
economic and business conditions. Additional information about risk
factors are contained in the Company’s most recent filings with the
SEC on Forms 10-K and 10-Q. Recipients of this document are
cautioned to consider these risks and uncertainties and to not
place undue reliance on these forward-looking statements. All
information in this press release is as of the date of this press
release, and the Company expressly disclaims any obligation or
undertaking to update or revise any forward-looking statement
contained herein to reflect any change in the Company's
expectations with regard thereto, or any change in events,
conditions or circumstances upon which any statement is based.
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