UNICOM to Acquire Versant (VSNT) for $11.50/Share
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Versant Corporation ("Versant") (Nasdaq: VSNT), an industry leader in specialized data management software, announced today that it has signed a definitive agreement to be acquired by UNICOM Systems, Inc. ("UNICOM"), a global information technology company and part of the UNICOM group of companies. The agreement provides for a merger of Versant with a subsidiary of UNICOM in which shareholders of Versant common stock will receive $11.50 per common share in cash. This price represents a premium of approximately 17% on Versant's closing price of $9.85 per share on September 28, 2012. The total transaction consideration is expected to be approximately $32 million.
The transaction has been unanimously approved by Versant's Board of Directors and is currently expected to close within Versant's fiscal 2013 first quarter ending January 31, 2013. Following completion of the transaction, Versant will be wholly owned by UNICOM and its stock will no longer trade on the NASDAQ. Due to the pending transaction with UNICOM, Versant is withdrawing previously issued financial guidance with respect to the full fiscal year ending October 31, 2012. In addition, Versant has terminated its 2012 Stock Repurchase Program as of September 28, 2012.
The agreement with UNICOM is subject to customary closing conditions, including the approval of Versant's shareholders and a covenant that Versant not allow its combined cash and qualified accounts receivable at closing to fall below a certain threshold.
Under the terms of the agreement, Versant is permitted to solicit alternative acquisition proposals from third parties through October 29, 2012 and intends to consider any such proposals. In addition, subject to the terms of the agreement, Versant may respond to unsolicited alternative acquisition proposals. There can be no assurance that any such proposal will be received or that any proposal will result in an alternative acquisition transaction. Subject to the terms of the agreement, under certain circumstances a break-up fee may be payable to UNICOM or Versant in connection with the termination of the agreement.
RBC Capital Markets, LLC is serving as Versant's financial advisor with respect to the transaction with UNICOM and Fenwick & West LLP is serving as Versant's legal counsel.
The transaction has been unanimously approved by Versant's Board of Directors and is currently expected to close within Versant's fiscal 2013 first quarter ending January 31, 2013. Following completion of the transaction, Versant will be wholly owned by UNICOM and its stock will no longer trade on the NASDAQ. Due to the pending transaction with UNICOM, Versant is withdrawing previously issued financial guidance with respect to the full fiscal year ending October 31, 2012. In addition, Versant has terminated its 2012 Stock Repurchase Program as of September 28, 2012.
The agreement with UNICOM is subject to customary closing conditions, including the approval of Versant's shareholders and a covenant that Versant not allow its combined cash and qualified accounts receivable at closing to fall below a certain threshold.
Under the terms of the agreement, Versant is permitted to solicit alternative acquisition proposals from third parties through October 29, 2012 and intends to consider any such proposals. In addition, subject to the terms of the agreement, Versant may respond to unsolicited alternative acquisition proposals. There can be no assurance that any such proposal will be received or that any proposal will result in an alternative acquisition transaction. Subject to the terms of the agreement, under certain circumstances a break-up fee may be payable to UNICOM or Versant in connection with the termination of the agreement.
RBC Capital Markets, LLC is serving as Versant's financial advisor with respect to the transaction with UNICOM and Fenwick & West LLP is serving as Versant's legal counsel.
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