Marlborough Software Development Holdings Inc. Agrees to Merge With Pageflex Acquisitions Inc.
August 20 2013 - 9:16AM
Business Wire
Marlborough Software Development Holdings Inc. (“MSDH” or the
“Company”) (OTC: MBGH) today announced that it has entered into a
definitive agreement to merge MSDH with Pageflex Acquisitions Inc.
(“Pageflex”) in a cash merger in which shareholders of MSDH will
receive $0.091 per share of Common Stock. Pursuant to the merger
Pageflex shall merge with and into MSDH, the separate corporate
existence of Pageflex shall cease and MSDH shall be the surviving
corporation of the merger and will change its name to Pageflex Inc.
Amos Kaminski, a director of MSDH, Pinhas Romik, MSDH’s chief
executive officer and Elly Perets, MSDH’s vice president of sales
and marketing, each own approximately 45.5%, 9.1% and 4.6% of the
currently issued and outstanding equity of Pageflex,
respectively.
Commenting on these developments, MSDH’s chairman, Raul
Martynek, stated “We are pleased with the developments announced
today. For the last 10 months we have had a strategic committee
tasked with evaluating strategic alternatives for the business with
the assistance of a financial advisor and we believe the proposed
merger provides the best value to MSDH shareholders.”
“The current executive team will remain in their current
positions and are excited by the opportunities for Pageflex to
continue to hold its leading position in the web-to-print and
marketing automation tools business”, said Pinhas Romik, MSDH’s
chief executive officer, “the recapitalization of the Company will
increase customers and partners confidence and allow management to
focus on customers’ needs and their success, as well as those of
the Company.”
MSDH anticipates that the merger will be a taxable transaction
to MSDH’s shareholders. These and other considerations will be set
forth in greater detail in a Schedule 13E-3 and related proxy
statement each to be filed with the United States Securities and
Exchange Commission (“SEC”) in connection with a special meeting to
approve the merger transaction. The merger transaction is subject
to the completion of customary closing conditions, including the
approval of MSDH’s shareholders. The merger transaction is expected
to close within the next 90 days, subject to SEC review and
shareholder approval.
Forward Looking Statements Disclosure
This press release may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements are based on management’s current
expectations. Statements that refer to MSDH’s plans for executing
the merger, the taxable nature and timing of the merger, and future
prospects of the Company as an independent company, and the like,
are forward-looking statements that reflect the Company’s current
plans. We undertake no obligation to update or supplement
forward-looking statements that become untrue because of subsequent
events, new information or otherwise after the date of this
document.
Additional Information about the Merger and Where to Find
it
In connection with the transactions contemplated by the merger
agreement, MSDH will file a Schedule 13E-3 and related proxy
statement with the SEC. Additionally, MSDH will file other relevant
materials in connection with the proposed acquisition of MSDH by
Pageflex pursuant to the terms of the merger agreement. The
materials to be filed by MSDH with the SEC may be obtained free of
charge at the SEC’s web site at www.sec.gov. Investors and security
holders of MSDH are urged to read the proxy statement and the other
relevant materials when they become available before making any
voting or investment decision with respect to the proposed merger
because they will contain important information about the merger
and the parties to the merger.
MSDH and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from the security
holders of MSDH in connection with the merger. Information about
executive officers and directors of MSDH and their ownership of
MSDH common stock will be set forth in the Schedule 13E-3 and
related proxy statement and the other filings and documents
referred to above.
About Marlborough Software Development Holdings Inc.
(“MSDH”)
MSDH’s Pageflex brand enables companies across the globe to
communicate their marketing messages more easily and effectively.
The award-winning Pageflex product line sets a standard for
excellence and innovation in targeted marketing and brand
management. Pageflex offers the ability to personalize any form of
communication in print, e-mail, or on the Web. Pageflex has been a
pioneer in the development of variable data and web-to-print
storefronts, and has expanded to offer software for multi-channel
campaign management, dynamic publishing, and back-end production
automation. Pageflex solutions use the patented Pageflex variable
publishing engine and Adobe® InDesign®. For more information, visit
www.pageflex.com.
Marlborough Software Development Holdings Inc.James Dore,
617-520-8377jdore@pageflex.com
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