Quovadx Amends Merger Agreement With Battery Ventures; Increases Per-Share Consideration to Approximately $3.20
May 04 2007 - 9:15AM
Business Wire
Quovadx, Inc. (Nasdaq:QVDX), a global software and vertical
solutions company, today announced that it has amended and restated
its merger agreement with Battery Ventures. The amendment increases
the proposed total consideration to $139.1 million (or
approximately $3.20 per-share). This is an increase from the
previous consideration of $136.7 million (or approximately $3.15
per share, which was subject to a working capital adjustment at
closing). Under the terms of the original agreement, the total
consideration could have either decreased or increased depending on
the outcome of a closing day working capital determination. As a
result of the amendment announced today, the consideration payable
to Quovadx stockholders is now fixed and is not subject to any
further adjustment. The proposed transaction is subject to
customary conditions to closing, including Quovadx stockholder
approval. The Company expects to file a proxy statement related to
this transaction and to hold a special meeting for stockholders
promptly following clearance of its proxy materials from the SEC.
The proposed transaction is expected to close within 90 days. Upon
closing, Quovadx, Inc. will no longer be publicly traded on the
NASDAQ stock market. Additional details on these transactions are
described in a related Form 8-K, filed concurrently with this
release, and available at www.sec.gov. In addition, more detailed
information on the Battery Ventures transaction will be provided in
a proxy statement, which, subject to approval from the SEC, is
expected to be mailed to Quovadx stockholders in June 2007. About
Quovadx, Inc. Quovadx (Nasdaq:QVDX) offers software and services
for software system development, extension, and integration to
enterprise customers worldwide. Quovadx has two divisions,
including the Integration Solutions division (ISD), which offers
private and public healthcare and healthcare IT organizations
software infrastructure to facilitate system interoperability and
leverage existing technology, and, the Rogue Wave Software
division, which provides reusable software components and services
for enterprise-class application development and high-performance
SOA. A third business unit, CareScience, Inc., was sold to Premier
Inc. on March 30, 2007. For more information, please visit
www.quovadx.com. QUOVADX, and QUOVADX logo are registered
trademarks or service marks of Quovadx, Inc. in the U.S. and/or
select foreign countries. The absence of a trademark from this list
does not constitute a waiver of Quovadx Inc.�s intellectual
property rights concerning that trademark. All other company and
product names mentioned may be trademarks of the companies with
which they are associated. Additional Information about the Merger
and Where to Find It This communication is being made in respect of
the proposed merger transaction involving Quovadx, Inc. and Battery
Ventures. In connection with the transaction, Quovadx, Inc. will
file a proxy statement with the SEC. Quovadx stockholders are urged
to read the proxy statement carefully and in its entirety when it
becomes available because it will contain important information
about the proposed transaction. The final proxy statement will be
mailed to Quovadx stockholders. In addition, the proxy statement
and other documents will be available free of charge from the SEC
Internet Web site, http://www.sec.gov. When available, the proxy
statement and other pertinent documents also may be obtained for
free at Quovadx�s Web site, www.investors.quovadx.com or by
contacting Rebecca Winning via email at
rebecca.winning@quovadx.com, or by phone at 720-554-1346. Quovadx
directors, officers, other members of management and employees may
be deemed to be participants in the solicitation of proxies in
respect to the proposed transactions. Information regarding
Quovadx�s directors and executive officers is detailed in its proxy
statements and annual reports on Forms 10-K, and 10-K/A previously
filed with the SEC, and the proxy statement relating to the
proposed transactions, when it becomes available. Cautionary
Statement Certain forward-looking statements are included in this
release, including statements relating to a proposed transaction
between Quovadx Inc. and Battery Ventures. These statements are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements reflect Quovadx management�s current expectations
regarding the proposed transaction, and speak only as of the date
of this release. Investors are cautioned that all forward-looking
statements in this release involve risks and uncertainties that
could cause actual results to differ materially from those referred
to in the forward-looking statements. Such risks and uncertainties
include, among other things: i) that Quovadx stockholders will not
support or approve the transaction in a timely manner, if at all;
ii) that the closing of the transaction with Battery Ventures could
be materially delayed or more costly and difficult than expected;
and/or iii) that the transaction will not be consummated. A full
discussion of known risks and uncertainties is included in the
Company�s Annual Report on Form 10-K, Form 10-K/A and Quarterly
Reports on Form 10-Q as filed with the SEC, copies of which are
available without charge from the Company. These filings are also
available electronically through a link from the Quovadx Investor
Relations Web page or from the SEC Web site at www.sec.gov under
�Quovadx, Inc.� If any of the events described in those filings
were to occur, either alone or in combination, it is likely that
the Company�s ability to reach the results described in the
forward-looking statements could be impaired and the Company�s
stock price could be adversely affected. Quovadx does not undertake
any obligation to update or correct any forward-looking statements
included in this release to reflect events or circumstances
occurring after the date of this release.
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