Aladdin Knowledge Systems Ltd (MM) (NASDAQ:ALDN)
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Aladdin Knowledge Systems Ltd. (NASDAQ: ALDN) today announced that it
has entered into a definitive merger agreement to be acquired by an
investor group lead by Vector Capital, a leading private equity firm
specializing in the technology industry, in a transaction valued at
approximately $160 million.
Under the terms of the agreement, Aladdin shareholders will receive
$11.50 per share in cash for each share of common stock they hold. This
represents a premium of approximately 20% over Aladdin's closing share
price on January 9, 2009, the last trading day prior to today's
announcement, and a premium of approximately 64% over Aladdin’s closing
share price on January 5, 2009, the last trading day prior to Aladdin’s
announcement that it was in continuing discussions with Vector Capital
regarding a possible strategic transaction.
“After extensive negotiations and careful and thorough analysis,
conducted with our independent advisors, the Board has unanimously
endorsed this transaction as in the best interests of the Company and
our shareholders,” said Yanki Margalit, Chairman and CEO of Aladdin
Knowledge Systems.
Commenting on the announcement, David Fishman, Partner, Vector Capital,
said, “We are very excited about adding Aladdin to our portfolio of
outstanding technology companies and believe that placing Aladdin’s DRM
and Authentication assets under common management with those of our
portfolio company, SafeNet Inc., a global leader in information
security, makes considerable strategic sense and will greatly benefit
all stakeholders. Aladdin is an exceptional company, with significant
potential and a strong commitment to its employees, partners and
customers worldwide. We understand Aladdin’s industry and business well,
and look forward to working collaboratively to ensure a smooth and
expeditious transition.”
The transaction is subject to certain closing conditions, including the
approval of Aladdin’s shareholders, antitrust regulatory approvals, and
the satisfaction of other customary closing conditions. Approximately
14% of Aladdin's outstanding shares in the aggregate are held by an
affiliate of Vector Capital, and Directors of Aladdin, including Mr.
Margalit, have entered into a voting agreement for 19% of the
outstanding shares pursuant to which they have agreed to vote all
of their shares in favor of the transaction. There is no financing
condition to consummate the transaction. The transaction is expected to
close following the satisfaction of all closing conditions, which is
anticipated to occur in the next two to three months. Wells Fargo
Foothill, part of Wells Fargo & Company (NYSE:WFC), has committed to
provide debt financing in support of the acquisition.
The transaction will be presented to Aladdin shareholders for approval
at Aladdin’s Extraordinary General Meeting, which will be scheduled as
soon as practicable.
About Aladdin
Aladdin Knowledge Systems (NASDAQ: ALDN) is an information security
leader with offices in 15 countries, a worldwide network of channel
partners, and numerous awards for innovation. Aladdin eToken is the
world's #1 USB-based authentication solution, offering identity and
access management tools that protect sensitive data. Aladdin SafeWord
two-factor authentication technology protects companies' important
information assets and applications. Aladdin HASP SRM boosts growth for
software developers and publishers through strong anti-piracy
protection, IP protection, and secure licensing and product activation.
Aladdin eSafe delivers real-time intelligent Web gateway security that
helps protect data and networks, improves productivity, and enables
compliance. Visit www.Aladdin.com.
About Vector Capital
Vector Capital is a leading private equity firm specializing in
spinouts, buyouts and recapitalizations of established technology
businesses. Vector identifies and pursues these complex investments in
both the private and public markets. Vector actively partners with
management teams to devise and execute new financial and business
strategies that materially improve the competitive standing of these
businesses and enhance their value for employees, customers and
shareholders. Among Vector's notable investments are LANDesk Software,
Savi Technology, SafeNet, Corel Corporation (Nasdaq: CREL), Precise
Software Solutions, Printronix, Register.com, Tripos, WinZip and
Watchguard Technologies. For more information, visit www.vectorcapital.com.
Safe Harbor Statement
Certain information presented herein constitutes forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements are subject to known
and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Such factors include general economic and business conditions, risks
relating to the Company’s recent acquisitions of Athena Smartcards,
SafeWord and EutronSec, including the failure to realize expected
synergies, failure to effectively integrate these businesses into its
business and increasing unexpected liabilities, the loss of market
share, changes in the level of business or anticipated business from a
large customer or customers, failure to achieve anticipated customer
orders, changes in the competitive landscape and other factors over
which the company has little or no control. The completion of the
Company’s announced merger with an affiliate of Vector Capital is
subject to certain closing conditions, and the Company cannot be certain
that these conditions will be satisfied or waived. For more
information, please refer to the Company’s filings with the Securities
and Exchange Commission, which are available on the Commission’s website
at www.sec.gov.
©2009 Aladdin Knowledge Systems, Ltd. All rights reserved. HASP,
eToken, eSafe, Aladdin Knowledge Systems and the Aladdin logos are
trademarks or registered trademarks of Aladdin Knowledge Systems, Ltd.
All other product and brand names mentioned in this document are
trademarks or registered trademarks of their respective owners.