Actian Corporation and Versant Corporation (Nasdaq:VSNT), both
industry leaders in real-time information management, announced
today that they have entered into a definitive merger agreement
(the "Actian Acquisition Agreement") pursuant to which Actian will
acquire all of the outstanding common shares of Versant for $13.00
per share in cash for an aggregate purchase price of approximately
$37 million. Versant's Board of Directors unanimously approved the
Actian Acquisition Agreement and authorized termination of
Versant's previously announced merger agreement with UNICOM
Systems, Inc. ("Unicom") in accordance with the terms of that
agreement. Actian's $13.00 per share cash purchase price represents
a premium of approximately 13% over the $11.50 per share price
contemplated by the prior merger agreement with Unicom, and a 32%
premium over Versant's closing price of $9.85 per share on the last
trading day before announcement of the prior agreement with Unicom.
"Versant and Actian have complementary businesses," said
Bernhard Woebker, Versant's President and Chief Executive Officer.
"We believe we can leverage our combined strength in managing
complex information in environments that demand high performance to
lead in the business intelligence and analytics market. This merger
will also deliver premium value and liquidity to Versant's
shareholders."
"We are very pleased to join forces with Versant to create a
dynamic platform of data management capabilities to help all our
customers extract maximum business value from the ever increasing
growth in data. Many of the world's most successful companies are
demanding ever more powerful and more complex data management
solutions to stay ahead. Today we have leadership with innovations
such as the record breaking Vectorwise analytics database and
combined with Versant we have exciting plans to help data focused
companies become even more successful," said Steve Shine, Actian's
Chief Executive Officer.
Prior to entering into the Actian Acquisition Agreement, Versant
terminated its previous merger agreement with Unicom and, in
accordance with that agreement, Versant will pay a termination fee
of $750,000. The Actian Acquisition Agreement provides for the
merger of Versant with a subsidiary of Actian, and the transaction
is currently expected to close in Versant's first fiscal quarter
ending January 31, 2013. Following completion of the transaction,
Versant will be wholly owned by Actian and its stock will no longer
trade on the NASDAQ.
The closing of the merger under the Actian Acquisition Agreement
is subject to customary conditions, including the approval of
Versant's shareholders and a covenant that Versant's combined cash
and qualified accounts receivable at closing not fall below a
certain threshold.
RBC Capital Markets, LLC is serving as Versant's financial
advisor with respect to the transaction and Fenwick & West LLP
is serving as Versant's legal counsel.
About Versant Corporation
Versant Corporation (Nasdaq:VSNT) is an industry leader in
building specialized NoSQL data management systems to enable the
real-time enterprise. Using the Versant Database Engine,
enterprises can handle complex information in environments that
demand high performance, concurrency, and availability,
significantly cut hardware and administration costs, speed and
simplify development, and deliver products with a strong
competitive edge. Versant's solutions are deployed in over 150,000
installations across a wide array of industries, including
telecommunications, energy, financial services, transportation,
manufacturing, and defense. For more than 20 years, Versant has
been a trusted partner of Global 2000 companies such as Ericsson,
Verizon, Siemens, and Financial Times, as well as the U.S.
Government. For more information, call 650-232-2400 or visit
www.versant.com.
Versant is a registered trademark of Versant Corporation in the
United States.
About Actian: Take Action on Big Data
Actian Corporation enables organizations to transform Big Data
into business value with data management solutions to transact,
analyze, and take automated action across their business
operations. Actian helps 10,000 customers worldwide take action on
big data with Action Apps, Vectorwise the analytic database, and
Ingres, the independent mission-critical OLTP database. Actian is
headquartered in California with offices in New York, London,
Paris, Frankfurt, Amsterdam and Melbourne. Stay connected with
Actian Corporation on Facebook, Twitter and LinkedIn.
Actian, Cloud Action Platform, Action Apps, Ingres and
Vectorwise are trademarks of Actian Corporation. All other
trademarks, trade names, service marks, and logos referenced herein
belong to their respective companies.
For more information on Actian, visit the company's website:
www.actian.com.
Information regarding the solicitation of
proxies
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or solicitation of
any vote, proxy or approval. Versant will file a proxy statement
and relevant documents concerning the proposed transaction with
Actian with the SEC relating to the solicitation of proxies to vote
at a special meeting of its shareholders to be called to approve
the proposed transaction. The definitive proxy statement will be
mailed to the shareholders of Versant in advance of the special
meeting. Shareholders of Versant are urged to carefully read the
proxy statement and other relevant materials when they become
available because they will contain important information about
Versant and the proposed transaction. Shareholders may obtain a
free copy of the proxy statement and other relevant documents filed
by Versant with the SEC (when available) at the SEC's website at
www.sec.gov. Each of these documents is, or will be, available for
free at the SEC's Web site at www.sec.gov and at the Versant
Investor Relations Web site at:
www.versant.com/company/investor-relations.
Forward Looking Statements Involve Risks and
Uncertainties
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, and is subject
to the safe harbor created by those sections. These forward-looking
statements include statements regarding the potential consummation
of the merger transaction with Actian on the terms and price
described, the potential timing of consummation of the merger and
the potential results of the merger transaction and the effect of
the combination of the businesses of Versant and Actian. The
accuracy of the forward looking statements in this press release
cannot be guaranteed as they are subject to a variety of risks and
uncertainties that may cause these forward-looking statements to be
incorrect or to differ materially from future events, including but
not limited to, whether the required Versant shareholder approval
for the transaction will be obtained, the inability to satisfy
closing conditions to the transaction, our ability to maintain our
cash and accounts receivable balances and our operating results
pending completion of the transaction, our ability to retain key
personnel, uncertainties as to the timing of the closing of the
merger, the impact of the proposed merger on our operations, and
those other factors contained in the Company's most recent Annual
Report on Form 10-K, its reports on Form 10-Q and its reports on
Form 8-K.
The forward-looking statements contained in this press release
are made only as of the date of this press release, and the Company
assumes no obligation to publicly update any forward-looking
statement. Investors are cautioned not to place undue reliance on
forward-looking statements. Information concerning factors that
could adversely affect our business and results can be found in the
Company's filings with the Securities and Exchange Commission,
including without limitation the Company's most recent Annual
Report on Form 10-K for the fiscal year ending October 31, 2011,
its reports on Form 10-Q and its reports on Form 8-K.
CONTACT: Mr. Jerry Wong
Chief Financial Officer
Versant Corporation
(650) 232-2400
jwong@versant.com
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