Netmanage (NASDAQ:NETM)
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NetManage, Inc. (Nasdaq:NETM), a software company that provides the
fastest way to transform legacy applications into new Web-based business
solutions, and Rocket Software, Inc. (www.rs.com),
a Boston-based privately held corporation ("Rocket") developer of
Enterprise Infrastructure products, today jointly reported that the due
diligence has been completed for NetManage’s
acquisition by Rocket Software.
Section 5.3(h) of the Agreement and Plan of Merger (the "Agreement")
between NetManage, Inc., (“NetManage”)
and Rocket required, as a condition of closing of the acquisition of
NetManage by Rocket, that Rocket complete business, technical, legal and
financial due diligence on NetManage and its products and to determine
whether the results of that investigations were acceptable to Rocket.
Accordingly, the closing condition set forth in Section 5.3(h) of the
Agreement was effectively waived according to its terms effective as of
January 18, 2008.
Pursuant to Sections 5.3(f) and 5.3(g) of the Agreement, Rocket had the
right to terminate the Agreement on or prior to January 18, 2008 if (i)
it had not received the consent of Wells Fargo Foothill, Inc. ("WFF")
regarding the closing of the transaction or (ii) it had not obtained an
agreement for financing from WFF on terms acceptable to Rocket, in its
sole discretion. NetManage and Rocket agreed on January 18, 2008 to
amend the Agreement to extend the date by which Rocket must terminate
the Agreement or waive these conditions to February 8, 2008.
“NetManage has successfully passed Rocket’s
due diligence investigation. Following Rocket's recommendation,
discussions have been held with their bankers. In the conversations,
NetManage learned that more time will be required to syndicate the
financing,” said Zvi Alon, NetManage’s
Chief Executive Officer. “The NetManage Board
determined that extending the time of the financing contingency will be
in the best interest of shareholders and Rocket and NetManage remain
committed to closing the contemplated transaction successfully,”
he added.
About NetManage
NetManage, Inc. (NASDAQ:NETM), is a software company that provides the
fastest way to transform legacy applications into new Web-based business
solutions. More than 10,000 customers worldwide, including the majority
of the Fortune 500, have chosen NetManage for mission critical
application integration. For more information, visit www.netmanage.com.
About Rocket
Rocket Software, Inc. is a global software development firm that builds
and services Enterprise Infrastructure products for the world's leading
OEMs, networks and software companies. For more information, visit www.rocketsoftware.com.
© 2007 NetManage, Inc., its subsidiaries, and
its affiliates. All rights reserved.
NetManage, the NetManage logo, the lizard-in-the-box logo, Chameleon and
Chameleon design, Incremental SOA, OnWeb, Librados, RUMBA, ONESTEP,
ViewNow, SupportNow, Librados, and OnWeb are either trademarks or
registered trademarks of NetManage, Inc. in the United States and/or
other countries. All other trademarks are the property of their
respective owners.
This press release contains, in addition to historical information,
forward-looking statements within the meaning of the safe harbor
provisions of Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements including statements regarding improvement in
the Company's competitive position, improvement in financial results and
business pipeline, the Company's positioning in its market, and the
progress and benefits of the Company's execution on its business plan,
involve risks and uncertainties. The Company's actual results could
differ materially from the results discussed in the forward-looking
statements. The factors that could cause or contribute to such
differences include, among others, that competitive pressures continue
to increase, that the markets for the Company's products could grow more
slowly than the Company or market analysts believe, that the Company is
unable to integrate or take advantage of its acquisitions successfully,
or that the Company will not be able to take advantage of growth in the
Company's target markets. Additional information on these and other risk
factors that could affect the Company's financial results is included in
the Company's Annual Report on Form 10-K, Quarterly Reports on Forms
10-Q, current reports on Forms 8-K and other documents filed with the
Securities and Exchange Commission. Furthermore, NetManage is under no
obligation to (and expressly disclaims any such obligation to) update or
alter any of the forward-looking statements contained in this press
release whether as a result of new information, future events or
otherwise, unless required by law.
Although Rocket continues to discuss both the consent and an agreement
for financing with WFF, there can be no assurance that Rocket will be
able to obtain such consent or such an agreement prior to February 8,
2008. Accordingly, there can be no assurance that Rocket will not
ultimately elect to terminate the Agreement.