Goremote Internet Communications (NASDAQ:GRIC)
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GoRemote Internet Communications, Inc. (Nasdaq:GRIC)
today announced that it has received early termination of the waiting
period for U.S. antitrust review under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 in connection with the pending acquisition by
iPass Inc. (Nasdaq:IPAS) of all of the outstanding shares of GoRemote.
As previously announced on December 12, 2005, iPass will pay $1.71
per share in cash for each outstanding share of GoRemote common stock
and $3.37 per share in cash for each outstanding share of GoRemote
Series A Preferred Stock, and assume outstanding GoRemote options, for
an aggregate purchase price of approximately $76.5 million.
About GoRemote
GoRemote Internet Communications, Inc. is a leading provider of
secure managed broadband network services, enabling customers to
achieve best-of-breed network security and to increase critical
business application performance, while reducing capital and operating
expenses associated with their network. GoRemote provides a
comprehensive portfolio of secure managed broadband network solutions
for branch office and retail environments, teleworkers/home offices
and mobile workforces. The GoRemote Global Network(TM), after adding
the T-Mobile Hotspots, will include more than 60,000 wired and
wireless access points in more than 150 countries. More information
about GoRemote is available at www.GoRemote.com or by calling +1 408
955 1920.
GoRemote, GoRemote Internet Communications, GoRemote Mobile
Office, GoRemote Teleworker, GoRemote Branch Office, GoRemote Global
Network, GoRemote Revolution, GoRemote Total Security Protection,
GoRemote Universal Remote Control and "For the everywhere enterprise"
are trademarks of GoRemote Internet Communications, Inc. All other
trademarks mentioned in this document are the property of their
respective owners.
Forward Looking Statements
This press release contains forward-looking statements that are
subject to safe harbors created under the U.S. federal securities
laws. These statements include, among others, statements regarding the
pending acquisition of GoRemote. Statements regarding future events
are based on the parties' current expectations and are necessarily
subject to associated risks, uncertainties and other factors related
to, among other things, obtaining stockholder and regulatory approval
of the acquisition, the potential impact on the business of GoRemote
due to uncertainty about the acquisition, the retention of employees
of GoRemote and the ability of iPass to successfully integrate
GoRemote's market opportunities, technology, personnel and operations
and to achieve planned synergies. If any of these risks or
uncertainties materializes or any of these assumptions proves
incorrect, actual results may differ materially and adversely from
those expressed in any forward-looking statements. For information
regarding other related risks, see the "Risk Factors" section of
GoRemote's most recent Form 10-K filed with the SEC on January 17,
2006. GoRemote undertakes no obligation to revise or update any
forward-looking statements for any reason.
Additional Information About the Merger and Where to Find It
On January 13, 2006, GoRemote filed with the SEC a definitive
proxy statement and other relevant materials in connection with the
transaction. The definitive proxy statement will be mailed to the
stockholders of GoRemote. Investors and security holders of GoRemote
are urged to read the proxy statement and the other relevant materials
because they contain important information about GoRemote, the
transaction and related risks. The proxy statement and other relevant
materials, and any other documents filed by GoRemote with the SEC, may
be obtained free of charge at the SEC's web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of
GoRemote's SEC filings by contacting GoRemote Investor Relations, c/o
GoRemote Internet Communications, Inc., at (408) 955-1920 or
investor@GoRemote.com.
GoRemote and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the stockholders
of GoRemote in connection with the merger described herein.
Information regarding the special interests of these directors and
executive officers in the merger transaction described herein is
included in the proxy statement of GoRemote described above.