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Hummingbird Ltd. (NASDAQ: HUMC, TSX: HUM), a global provider of integrated enterprise content management (ECM) solutions and network connectivity solutions, today announced that it has entered into a definitive agreement with affiliates of Symphony Technology Group under which a company owned by Symphony will acquire all of Hummingbird's outstanding shares pursuant to a plan of arrangement in an all-cash transaction valued at US$26.75 per share, or approximately US$465 million.
As part of the transaction, Tennenbaum Capital Partners, LLC ("Tennenbaum Capital") will invest $135 million to finance the transaction.
Hummingbird's Board of Directors, acting on the unanimous recommendation of the Special Committee of the Board of Directors, unanimously approved the transaction and has determined that the transaction is fair to Hummingbird shareholders and in the best interests of Hummingbird. The Board of Directors is recommending that Hummingbird shareholders vote in favour of the transaction. In connection with the transaction, Lehman Brothers has acted as financial advisor to the Board of Directors and Banc of America Securities LLC has provided certain financial advisory services to the Special Committee
"This transaction will, on closing, generate an immediate cash return for Hummingbird shareholders and will allow the company to continue to focus on delivering leading ECM and network connectivity solutions for the benefit of our other stakeholders," said Fred Sorkin, Hummingbird's Chairman and Co-founder. "We are pleased that Symphony has recognized Hummingbird's success to date and look forward to this next stage in the company's life."
"Hummingbird's solutions in both the enterprise content management and connectivity sectors are clear market leading solutions with proven track records of delivering compelling value to clients. We are pleased to have the opportunity to continue to build upon the strong franchise that the Hummingbird management team has developed over the past number of years," said Dr. Romesh Wadhwani, Chief Executive Officer and Managing Director of Symphony Technology Group.
"We are pleased to continue our relationship with Symphony by financially supporting this transaction which will permit Hummingbird to continue its growth plans," said Michael E. Tennenbaum, Founder and Senior Managing Partner Tennenbaum Capital Partners. Each of Fred Sorkin, the Chairman of the Board of Directors, and Barry Litwin, Hummingbird's President and Chief Executive Officer, have entered into a support agreement with Symphony's subsidiaries pursuant to which, among other things, have agreed to vote in favour of the transaction. Mr. Sorkin and Mr. Litwin collectively own approximately 2.14 million Hummingbird shares (representing approximately 12.3% of the outstanding Hummingbird shares).
The transaction is to be carried out by way of a statutory plan of arrangement and will be subject to the approval of two-thirds of the votes cast by Hummingbird's shareholders at a meeting of shareholders, currently expected to be held in late July, as well as court approval. The transaction is also subject to certain other customary conditions, including the receipt of regulatory approvals. The proposed transaction is expected to close at the end of July, shortly after receipt of shareholder and court approvals.
Hummingbird expects to send an information circular relating to the transaction to shareholders in mid June. A copy of the agreement providing for the transaction will be filed with the Canadian securities regulators. The information circular and the agreement providing for the transaction will be available at www.sedar.com.
26.05.2006, GlobalCom PR-Network GmbH
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