MISSION HILLS, CA, June 18, 2012 – UNICOM® Systems, Inc., a division of the 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.
Mr. Russ Guzzo
The UNICOM Systems technology division delivers world-class CICS automation and z/OS and z/VM software solutions to IBM Z customers globally, integration services and solutions to commercial and government organizations, and application development tools for Linux/Unix and Windows customers.
UNICOM's flagship product, AUTOMON/CICS, is an award winning solution which powers some of the largest CICS installations worldwide. Today UNICOM Systems offers dozens of mission-critical solutions for a variety of platforms in several categories including Performance Management, Application Lifecycle Management, Storage and Security Management, Application Development and Application Modernization.
UNICOM Global consists of more than fifty (50) corporate entities encompassing a wide range of businesses across all geographic regions. With its corporate headquarters in Los Angeles, California, to offices in Illinois, Kentucky, Florida, Massachusetts, Maryland, Minnesota, New Hampshire, North Carolina, New Jersey, Texas and Virginia, throughout EMEA in the UK, Ireland, Germany, France, Italy, Spain, Denmark, Belgium, Switzerland and the UAE, and across Asia/Pacific with locations in Japan, China, India, Australia, Korea, Thailand, Taiwan and the Philippines.
UNICOM Global offers deep in-house resources and flexible IT solutions to our partners worldwide. UNICOM Global focuses on acquiring and integrating mature and growing mid-cap NASDAQ, London Stock Exchange AIM and German publicly-traded companies in technology, financing, IT, real estate, and business services. Please visit our websites for additional information about the services, products and solutions that UNICOM Global offers:
UNICOM Global - Assets, capital and investment management
UNICOM Systems - IBM Mainframe software products
UNICOM Government (formerly NASDAQ: GTSI) - Government IT solutions
UNICOM Engineering (formerly NASDAQ: NEI) Appliance platform
UNICOM Science and Technology Parks
UNICOM Technology Park – Innovation Labs in Virginia
UNICOM Science and Technology Park – Innovation Labs in New Jersey
UNICOM Capital - Business and Financial Services
USRobotics - Data communications products
Memeo - Enterprise-grade Secure File Sharing for the Cloud
Firetide - Wireless technology solutions for security and transportation
DETEC - Document composition products
SoftLanding Systems - IBM i software products
Macro 4 (formerly LONDON: MAO) - Document Management products
illustro - z/OS and z/VSE software products
iET Solutions - ITSM software products
Eden - Mergers & Acquisitions, Business & Financial Services, and Real Estate
CICS.com - Hardware, Software, Outsourcing and Professional Services
All trademarks referenced herein are trademarks of their respective companies.