18 June 2012
UNICOM Systems to acquire Network Engines through shareholder - approved merger
UNICOM Systems to acquire NEI through merger
Stockholders to Receive $1.45 Per Share in Cash; Transaction Valued at
UNICOM Contact: Russ Guzzo
t: +1 (818) 838-0606
MISSION HILLS, CA, June 18, 2012 - UNICOM® Systems, Inc., a division of UNICOM group of companies, a global leader in innovative software and solutions for the enterprise computing community, including data management, data-warehousing, outsourcing, integration, communications and commerce, today announced it has entered into a definitive agreement to acquire Network Engines, Inc. (Nasdaq: NEI) through a new UNICOM subsidiary. NEI is a leading provider of server-based application platforms, deployment solutions and lifecycle support services for software technology developers and OEMs worldwide for $1.45 per common share in cash. The transaction is valued at approximately $61.8 million. This price represents a premium of approximately 85.9% to NEI’s closing price of $0.78 on June 15, 2012.
The transaction is subject to customary closing conditions and the approval of NEI shareholders. The Boards of Directors of both NEI and UNICOM have unanimously approved the transaction and the NEI Board of Directors has recommended that NEI shareholders vote in favor of the transaction. The transaction is currently expected to close within NEI’s fiscal 2012 fourth quarter ending September 30, 2012. Shareholders of NEI holding shares representing approximately 14.6% of the shares outstanding have entered into agreements with UNICOM under which they have agreed to vote their shares in favor of the proposed merger. Upon the consummation of the merger NEI will become a private company, wholly owned by UNICOM.
Corry Hong, UNICOM’s founder and Chief Executive Officer stated, “Over the past 30 years, UNICOM has built a global reputation for excellence in serving information technology buyers in government and Fortune 500 enterprises. The acquisition of NEI represents the next step in expanding UNICOM’s ability to deliver world-class IT products and services to enterprise customers.”
Under the terms of the definitive merger agreement, NEI is permitted to solicit alternative acquisition proposals from third parties through July 18, 2012 and intends to consider any such proposals. There can be no assurances that the solicitation of such proposals will result in an alternative acquisition transaction. It is not anticipated that any developments will be disclosed with regard to this process unless the Company’s Board of Directors makes an affirmative decision to proceed with an alternative acquisition proposal.
In addition, NEI may, at any time, subject to the terms of the definitive merger agreement, respond to unsolicited alternative acquisition proposals. The definitive merger agreement also contains certain break-up fees payable to each party in connection with the termination of the definitive merger agreement under certain circumstances.
Greg Shortell, President and Chief Executive Officer of NEI, commented, “This offer represents an attractive opportunity to deliver premium value and liquidity to NEI’s shareholders. I am excited about the potential for future growth with a strategic partner of UNICOM’s stature and global reach. This is an excellent opportunity to realize short- and long-term benefits for our customers, employees and technology partners,” said Shortell.
About the UNICOM® Group www.unicomglobal.com
The UNICOM Group consists of twenty (20) entities with offices in Los Angeles, Dallas, Boston, New Hampshire, New Jersey, Germany, France, UK, Italy, Spain, Belgium and Switzerland. UNICOM focuses on acquiring and integrating mature and growing mid-cap NASDAQ and London Stock Exchange AIM companies in the technology, financing, real estate, and business services. UNICOM offers deep in-house resources and flexible solutions to sellers worldwide, including privatization, core-products consolidation, IT assets alignments, management independence, integration matrix, and global business strategy.
For more information about the UNICOM® group of companies please go to
www.unicomglobal.com IBM mainframe systems products
www.macro4.com Document management solutions
www.softlanding.com IBM i software products
www.eden.com ITPowerPac solutions for Open Systems
www.illustro.com Internet enablement products
www.iet-solutions.com IT services management products
www.cics.com Outsourcing and corporate procurement
About UNICOM Systems, Inc. www.unicomsi.com
UNICOM® Systems, Inc., a division of the UNICOM group of companies, is a global leader in providing innovative software and solutions for the enterprise computing community. Through over three decades of continued development and commitment, UNICOM has redefined the economics and quality of automation for its customers, delivering a new era of collaboration, data management, data-warehousing, outsourcing, integration, communications and commerce.
About Network Engines, Inc. www.nei.com
NEI is a leading provider of server-based application platforms and lifecycle support services for software developers and OEMs worldwide. Through its expertise and comprehensive suite of solution design, system integration, application management, global logistics, support, and maintenance services, NEI is redefining application deployment solutions to provide customers with a sustainable competitive advantage. More than a decade of appliance innovation with the ability to provide physical, virtual and cloud-ready solutions makes NEI one of the most trusted software deployment partners in the industry. Founded in 1997, NEI is headquartered in Canton, Massachusetts, with facilities in Plano, Texas and Galway, Ireland, and trades on the NASDAQ exchange under the symbol NEI.
Forward Looking Statements: Except for historical information, all of the statements, expectations, beliefs and assumptions contained in the foregoing are "forward-looking statements" that involve a number of risks and uncertainties. It is possible that the assumptions made by management, including, but not limited to, including, but not limited to the following: uncertainties as to the timing of the merger; uncertainties as to how many of NEI’s stockholders will approve the merger, the risk that competing offers will be made and that NEI will enter into an alternative transaction; the possibility that various closing conditions for the transaction may not be satisfied or waived, including regulatory approvals. In addition to the above factors, other important factors that could cause actual events and results to differ materially are discussed in the Company’s most recent annual report on Form 10–K and included from time to time in other documents filed by the Company with the Securities and Exchange Commission. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements speak only as of the date hereof and NEI undertakes no obligation to update such forward-looking statements in the future except as required by law.
NEI and NEI.com are registered trademarks of Network Engines, Inc. in the U.S. and other countries. All trade names are the property of their respective owners.