ISS And Glass Lewis Recommend Quovadx Stockholders Vote ``FOR'' Proposed $3.20 Per Share Cash Merger with Quartzite Holdings
July 09 2007 - 8:30AM
Business Wire
Quovadx, Inc. (NASDAQ: QVDX), a global software and vertical
solutions company, today announced that Institutional Shareholder
Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two
leading independent proxy advisory firms, recommend that Quovadx
stockholders vote "FOR" the proposed merger of Quovadx, Inc. and a
subsidiary of Quartzite Holdings, Inc. (a wholly owned subsidiary
of Battery Ventures VII, L.P.) Under terms of the agreement,
Quovadx stockholders will be entitled to receive $3.20 per share in
cash for each share of Quovadx stock owned. The stockholder vote on
the transaction will take place at a special meeting of Quovadx
stockholders to be held Wednesday, July 18, 2007 at 9:00 A.M.,
local time, at Harlequin Plaza, North Building First Floor
Conference Room, 7600 East Orchard Road, Greenwood Village,
Colorado 80111. ISS and Glass Lewis provide voting advice to
hundreds of institutional investors, mutual and pension funds and
other fiduciaries. In recommending that Quovadx stockholders vote
"FOR" the proposed merger, ISS stated(a): �The one-day announcement
premium and the 60-day announcement premium are 25.5 percent and
20.1 percent, respectively. Based on our review of the terms of the
transaction and the factors described [in our report], in
particular the merger premium, we believe that the merger agreement
warrants shareholder support.� Glass Lewis concluded that:
"Overall, we believe the proposed transaction to be fair to
shareholders. Given the thoroughness of the sales process, absence
of significant conflicts of interest, and unanimous support of the
board, we believe the transaction is in the interest of
shareholders. Furthermore, we note that the proposed consideration
approaches a three year high value for shareholders. Accordingly,
we recommend that shareholders vote FOR the proposal."
(a)Permission to use quotes neither sought nor received. �We are
pleased that both ISS and Glass Lewis agree with the Quovadx board
of directors� recommendation that stockholders vote in favor of
these proposals,� said Harvey A. Wagner, Quovadx chief executive
officer. �We believe that the $3.20 per share cash merger, which
was carefully considered and unanimously approved by the board of
directors, provides an attractive transaction for our
stockholders.� Both ISS and Glass Lewis recommend that Quovadx
stockholders vote to approve three separate proposals, including: A
vote FOR the proposed agreement and plan of merger by and among
Quovadx, Inc.; Quartzite Holdings, Inc., a wholly owned subsidiary
of Battery Ventures VII, L.P.; and Quartzite Acquisition Sub, Inc.,
a wholly owned subsidiary of Quartzite Holdings; A vote FOR a
pre-closing restructuring of Quovadx, under which Quovadx will
effect the sale of certain assets used in the operation of its
Integration Solutions division to ISD Acquisition Corp, a wholly
owned subsidiary of Battery Ventures, immediately prior to the
closing of the merger; and A vote FOR a proposal to approve any
adjournments or postponements of the special meeting of Quovadx
stockholders, if necessary or appropriate, to permit further
solicitation of proxies if there are insufficient votes today to
approve and adopt the merger agreement. 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. has filed a definitive proxy statement
with the SEC. Quovadx stockholders are urged to read the proxy
statement carefully and in its entirety because it contains
important information about the proposed transaction. The
definitive proxy statement was mailed to Quovadx stockholders on or
about June 18, 2007. In addition, the proxy statement and other
documents are available free of charge from the SEC Internet Web
site, http://www.sec.gov. 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.
Stockholders who have questions or require assistance in voting
their shares should contact the Altman Group at (800) 398 � 1129.
Participants in the Solicitation Quovadx and its directors,
executive officers and other members of its management and
employees may be deemed participants in the solicitation of proxies
from its stockholders in connection with the proposed merger and
the upcoming special meeting of stockholders. Information regarding
the persons who may, under the rules of the SEC, be considered
participants in the solicitation of proxies from Quovadx
stockholders is set forth in Quovadx's proxy statement filed on
June 18, 2007 and in its proxy statements and Annual Reports on
Form 10-K and Form 10-K/A previously filed with the SEC. 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. 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
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 view
regarding the proposed transaction and its approval, 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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