Phoenix Receives Proposal from the Gores Group to Acquire the Company for $4.20 Per Share in Cash
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Phoenix Receives Proposal from the Gores Group to Acquire the Company for $4.20 per Share in Cash
MILPITAS, Calif., Oct. 29 -- Phoenix Technologies Ltd.(Nasdaq: PTEC), the global leader in core systems software (CSS), today announced it has received an unsolicited proposal from the Gores Group to acquire all outstanding shares of Phoenix common stock for $4.20 per share in cash, or approximately $152 million in total consideration. The non-binding proposal is subject to satisfactory completion of confirmatory due diligence by Gores and the finalization of definitive agreements.
As previously announced, the Gores Group had submitted earlier this month a definitive acquisition proposal to acquire the outstanding equity of Phoenix for $4.05 per share. Marlin Equity Partners, which had entered into a definitive merger agreement with the Company on August 17, 2010, subsequently matched Gores' offered price and the definitive merger agreement with Marlin was amended to reflect the new $4.05 per share price, or approximately $146 million in total consideration. The consideration under the original Marlin merger agreement was $3.85 per share in cash, or approximately $139 million in total consideration.
The Company is continuing to comply with its obligations under the Marlin merger agreement, as amended, which remains in effect. There is no assurance that the latest proposal from Gores will not be withdrawn, or will result in a definitive offer that is acceptable to the board of directors of Phoenix, or that definitive agreements will be executed. As previously announced, the Phoenix board has approved the Marlin merger agreement and the recent amendment to the agreement, and recommends that the stockholders of the Company adopt the Marlin merger agreement, as amended, and approve the contemplated merger, and the Phoenix board continues to support this recommendation.
About Phoenix Technologies Ltd.
Phoenix Technologies Ltd. (Nasdaq: PTEC), the leader in core systems software products, services and embedded technologies, pioneers open standards and delivers innovative solutions that enable the PC industry's top system builders and specifiers to differentiate their systems, reduce time-to-market and increase their revenues. The Company's flagship products - Phoenix SecureCore Tiano(TM) and Embedded BIOS® -- are revolutionizing the PC user experience by delivering unprecedented performance, security, reliability, continuity, and ease-of-use. The Company established industry leadership and created the PC clone industry with its original BIOS product in 1983. Phoenix has over 200 technology patents issued and pending, and has shipped firmware in over one billion systems. Phoenix is headquartered in Milpitas, California with offices worldwide. For more information, visit www.phoenix.com.
Contacts:
Phoenix Technologies Ltd.
Robert Andersen
Chief Financial Officer
Tel: 408-570-1000
SOURCE Phoenix Technologies Ltd.
Web Site: www.phoenix.com
