firmenpresse print | Barracuda Networks to Submit Public Tender to Acquire Phion>
16.07.2009
Barracuda Networks to Submit Public Tender to Acquire Phion>
Barracuda Networks to Submit Public Tender to Acquire Phion CAMPBELL, CA--(Marketwire - July 16, 2009) - Barracuda Networks Inc.,
a stock corporation organized under the laws of the State of Delaware
having its principal place of management at 3175 Winchester Blvd,
Campbell, California 95008, United States of America ("Barracuda
Networks"), herewith announces its intention to submit a voluntary
public tender offer with the intention to achieve control
(freiwilliges Angebot zur Kontrollerlangung pursuant to § 25a of the
Austria Takeover Act) with regard to all issued shares of phion AG, a
stock corporation (Aktiengesellschaft) organized under the laws of
the Republic of Austria having its corporate seat in Innsbruck and
the registered address at A-6020 Innsbruck, Eduard-Bodem-Gasse 1,
registered in the companies register of the Regional Court of
Innsbruck under FN 184392s ("phion" or the "Target").
The offer price per share in phion will be EUR 12.
Under a conditional share purchase and transfer agreement made by and
between Mr. Wieland Alge, Mr. Klaus Maximilian Gheri and Mr. Peter
Marte (the "Sellers") as sellers on the one hand and Barracuda
Networks as purchaser on the other hand on 14 July 2009 (the "SPA")
the Sellers agreed to sell all of their shares in phion at the price
of EUR 12 per share to Barracuda Networks as follows:
(i) Mr. Wieland Alge 47.936 shares, corresponding to approximately
5,99 %
of the share capital and the voting stock of the Target;
(ii) Mr. Klaus Gheri 48.653 shares, corresponding to approximately
6,07 %
of the share capital and the voting stock of the Target; and
(iii) Mr. Peter Marte 80.992 shares, corresponding to approximately
10,12 %
of the share capital and the voting stock of the Target;
in total corresponding to approximately 22,18 % of the share capital
and of the voting stock of the Target. The SPA is, inter alia,
subject to the condition precedent that the public tender offer will
be completed successfully.
The public tender offer will, inter alia, be subject to the condition
precedent that at the end of the (extended) offer period, Barracuda
Networks and any person(s) acting in concert with Barracuda Networks
dispose of at least 75 percent plus one share of the Target's issued
voting stock (including the shares purchased by Barracuda Networks
from the Sellers).
The public tender offer is a friendly one and is in principle
welcomed by the management of the Target.
Barracuda Networks will explain in its offer document its strategic
rationale for the acquisition and its plans with respect to the
Target as well as the opportunities which the offer may afford to the
shareholders, executives, employees and business partners of the
Target.
Barracuda Networks intends to submit the tender offer document to the
Austrian Takeover Commission within the statutory timeline of ten
stock exchange days.
The parties have also entered into an OEM arrangement, under which
Barracuda Networks will have exclusive rights to distribute the phion
products for up to three years, under the Barracuda Networks brand,
in North America, Japan, China, Brazil and Mexico. The OEM agreement
is independent of and not conditional upon successful completion of
the PTO.
About Barracuda Networks Inc.
Barracuda Networks Inc. built its reputation as the worldwide leader
in content security appliances by offering easy to use and affordable
products that protect organizations from email, Web and IM threats.
Barracuda Networks has leveraged its success in the security market
to offer networking products that improve application delivery and
network access as well as world-class solutions for message
archiving, backup and data protection. More than 85,000 organizations
protect their networks with Barracuda Networks' solutions. Barracuda
Networks' success is due to its ability to deliver easy to use,
comprehensive solutions that solve the most serious issues facing
customer networks without unnecessary add-ons, maintenance, lengthy
installations or per user license fees. Barracuda Networks is
privately held with its headquarters in Campbell, California. For
more information, please visit www.barracudanetworks.com.
Media Contact:
Kylie Heintz
Barracuda Networks Inc.
Tel: 1-408-342-5440
Mobile: 1-408-505-1078
kheintz@barracuda.com
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
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