Quovadx (NASDAQ:QVDX)
Historical Stock Chart
From Feb 2020 to Feb 2025
Quovadx, Inc. (Nasdaq:QVDX), a global software and vertical solutions
company, today announced that it has amended and restated its merger
agreement with Battery Ventures. The amendment increases the proposed
total consideration to $139.1 million (or approximately $3.20
per-share). This is an increase from the previous consideration of
$136.7 million (or approximately $3.15 per share, which was subject to a
working capital adjustment at closing). Under the terms of the original
agreement, the total consideration could have either decreased or
increased depending on the outcome of a closing day working capital
determination. As a result of the amendment announced today, the
consideration payable to Quovadx stockholders is now fixed and is not
subject to any further adjustment.
The proposed transaction is subject to customary conditions to closing,
including Quovadx stockholder approval. The Company expects to file a
proxy statement related to this transaction and to hold a special
meeting for stockholders promptly following clearance of its proxy
materials from the SEC. The proposed transaction is expected to close
within 90 days. Upon closing, Quovadx, Inc. will no longer be publicly
traded on the NASDAQ stock market.
Additional details on these transactions are described in a related Form
8-K, filed concurrently with this release, and available at www.sec.gov.
In addition, more detailed information on the Battery Ventures
transaction will be provided in a proxy statement, which, subject to
approval from the SEC, is expected to be mailed to Quovadx stockholders
in June 2007.
About Quovadx, Inc.
Quovadx (Nasdaq:QVDX) offers software and services for software system
development, extension, and integration to enterprise customers
worldwide. Quovadx has two divisions, including the Integration
Solutions division (ISD), which offers private and public healthcare and
healthcare IT organizations software infrastructure to facilitate system
interoperability and leverage existing technology, and, the Rogue Wave
Software division, which provides reusable software components and
services for enterprise-class application development and
high-performance SOA. A third business unit, CareScience, Inc., was sold
to Premier Inc. on March 30, 2007. For more information, please
visit www.quovadx.com.
QUOVADX, and QUOVADX logo are registered trademarks or service marks
of Quovadx, Inc. in the U.S. and/or select foreign countries. The
absence of a trademark from this list does not constitute a waiver of
Quovadx Inc.’s intellectual property rights
concerning that trademark. All other company and product names
mentioned may be trademarks of the companies with which they are
associated.
Additional Information about the Merger and Where to Find It
This communication is being made in respect of the proposed merger
transaction involving Quovadx, Inc. and Battery Ventures. In connection
with the transaction, Quovadx, Inc. will file a proxy statement with the
SEC. Quovadx stockholders are urged to read the proxy statement
carefully and in its entirety when it becomes available because it will
contain important information about the proposed transaction. The final
proxy statement will be mailed to Quovadx stockholders. In addition, the
proxy statement and other documents will be available free of charge
from the SEC Internet Web site, http://www.sec.gov.
When available, the proxy statement and other pertinent documents also
may be obtained for free at Quovadx’s Web
site, www.investors.quovadx.com
or by contacting Rebecca Winning via email at rebecca.winning@quovadx.com,
or by phone at 720-554-1346. Quovadx directors, officers, other members
of management and employees may be deemed to be participants in the
solicitation of proxies in respect to the proposed transactions.
Information regarding Quovadx’s directors and
executive officers is detailed in its proxy statements and annual
reports on Forms 10-K, and 10-K/A previously filed with the SEC, and the
proxy statement relating to the proposed transactions, when it becomes
available.
Cautionary Statement
Certain forward-looking statements are included in this release,
including statements relating to a proposed transaction between Quovadx
Inc. and Battery Ventures. These statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements reflect Quovadx management’s
current expectations regarding the proposed transaction, and speak only
as of the date of this release. Investors are cautioned that all
forward-looking statements in this release involve risks and
uncertainties that could cause actual results to differ materially from
those referred to in the forward-looking statements. Such risks and
uncertainties include, among other things: i) that Quovadx stockholders
will not support or approve the transaction in a timely manner, if at
all; ii) that the closing of the transaction with Battery Ventures could
be materially delayed or more costly and difficult than expected; and/or
iii) that the transaction will not be consummated. A full discussion of
known risks and uncertainties is included in the Company’s
Annual Report on Form 10-K, Form 10-K/A and Quarterly Reports on Form
10-Q as filed with the SEC, copies of which are available without charge
from the Company. These filings are also available electronically
through a link from the Quovadx Investor Relations Web page or from the
SEC Web site at www.sec.gov under “Quovadx,
Inc.” If any of the events described in those
filings were to occur, either alone or in combination, it is likely that
the Company’s ability to reach the results
described in the forward-looking statements could be impaired and the
Company’s stock price could be adversely
affected. Quovadx does not undertake any obligation to update or correct
any forward-looking statements included in this release to reflect
events or circumstances occurring after the date of this release.