Phoenix Announces Results of Special Stockholder Meeting
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MILPITAS, Calif., Nov. 19, 2010 -- Phoenix Technologies Ltd. (Nasdaq: PTEC), the global leader in core systems software (CSS), announced that at a special meeting of stockholders held today the Phoenix stockholders approved the Company's merger with Pharaoh Merger Sub Corp. ("Pharaoh"), a wholly-owned subsidiary of Pharaoh Acquisition LLC ("Parent"), each an affiliate of Marlin Equity Partners ("Marlin"). Pursuant to the terms of the Agreement and Plan of Merger, dated as of August 17, 2010, by and among Phoenix and affiliates of Marlin, as amended October 21, 2010 and November 3, 2010 (the "Marlin Merger Agreement"), as a result of the merger, Phoenix will become a subsidiary of Marlin Equity III, L.P.
Approximately 97% of the shares voting at the special meeting of stockholders voted in favor of the adoption of the merger agreement, representing approximately 73% of Phoenix's total outstanding shares of common stock as of the September 15, 2010 record date.
Upon completion of the merger, Phoenix stockholders will receive $4.20 in cash, without interest, for each share of the Company's common stock that they own as of the effective time of the merger.
The closing of the merger remains subject to certain closing conditions as specified in the Marlin Merger Agreement. Phoenix expects that the closing of the merger will take place before trading opens on November 23, 2010, assuming satisfaction or waiver of all such conditions to closing. Once the merger is effected, the Company's common stock will no longer be publicly traded on the NASDAQ Global Market.
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.
SOURCE Phoenix Technologies Ltd.
Contacts:
Phoenix Technologies Ltd.
Robert Andersen
Chief Financial Officer
Tel: 408-570-1000
Web Site: www.phoenix.com
