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
russ.guzzo@unicomglobal.com
+1.818.838.0606
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.
UNICOM Global 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 is focused 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 markets. 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.
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
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