|By RealWire News Distribution||
|November 7, 2012 01:06 AM EST||
Redwood City, CA - November 6, 2012 - Actian Corporation, a leader in next generation data management for big data and author of the record-breaking Vectorwise Analytics database, today announced that it has increased its proposed price to acquire all of the outstanding shares of Pervasive Software, Inc. (NASDAQ: PVSW) common stock from $8.50 per share to $9.00 per share in cash, increasing the proposed equity transaction value to approximately $164.1 million, conditioned on being permitted to complete confirmatory due diligence.
Actian disclosed that Pervasive (a) has demanded that Actian sign a standstill that would prohibit Actian from communicating publicly or presenting its offer to Pervasive's shareholders for one year even if Pervasive's board declines to proceed with any transaction, (b) has refused to include Actian's lender in Actian's group that would be given access for due diligence, and © has required that any confidential information be used only in a "negotiated transaction."
"We believe Pervasive's positions are intended to keep a transaction from happening, and we know they would deny Pervasive's shareholders the opportunity to consider our offer. Opportunities like this do not sit idly for a year," said Actian's Chief Executive Officer, Steve Shine.
Actian also disclosed that it has advised the Pervasive board in writing that Actian is prepared to increase its proposed price as publicly announced today, and is willing to accept a 30-day standstill to allow Pervasive to complete its process, but that Pervasive continues to refuse access unless Actian accepts the restrictions outlined above.
The new proposed price of $9.00 per share is well above the highest level reached by Pervasive's common stock the ten years prior to the last trading day before Actian's public announcement of its initial $8.50 bid for Pervasive. It also represents a premium of:
37% over Pervasive's closing price of $6.55 on August 10, 2012;
35% over Pervasive's average closing price for the 90 days ending on August 10, 2012; and
- 49% over Pervasive's average closing price for the two years ending on August 10, 2012.
Actian is proposing this very significant increase to enable Pervasive to conclude its process, and Actian again requests that Pervasive enter into a period of exclusive discussions with Actian, as it believes that working together, the companies can quickly consummate a transaction. Actian notes that more than two months have gone by since its proposal was made public and that Pervasive has publicly solicited for bidders for over a month, yet Actian is not aware of any other party having made a firm bid.
Actian CEO Shine added: "This is a compelling offer for stock and option holders, and the combined business will be better for both employees and customers. We hope that Pervasive will proceed in the best interest of its shareholders, as well as its key employees and customers."
As previously announced, Actian has obtained committed financing from TPG Specialty Lending, Inc. ("TPG"), in support of its previously-announced all-cash offer to acquire all of the common stock of Pervasive.
Actian's proposal and TPG's financing commitment are subject to satisfaction of customary closing conditions, including confirmatory due diligence, execution of definitive agreements and the receipt of all necessary stockholder and regulatory approvals.
About Actian: Take Action on Big Data
Actian Corporation enables organizations to transform big data into business value with data management solutions to transact, analyze, and take automated action across their business operations. Actian helps 10,000 customers worldwide take action on their big data with Action Apps, Vectorwise, the analytical database, and Ingres, an independent mission-critical OLTP database. Actian is headquartered in California with offices in New York, London, Paris, Frankfurt, Amsterdam and Melbourne. Stay connected with Actian Corporation on Facebook, Twitter and LinkedIn.
Actian, Cloud Action Platform, Action Apps, Ingres and Vectorwise are trademarks of Actian Corporation. All other trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.
For more information on Actian, visit the company's website: www.actian.com.
This communication may contain certain forward−looking statements and information that reflect the current views and/or expectations of Actian and its management with respect to its business and future events. Forward looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like "believe," "anticipate," "expect," "will likely result," or any other words or phrases of similar meaning. Such statements are subject to a number of risks, uncertainties and assumptions. These risks and uncertainties relate to, among other things, (i) Actian's ability to successfully pursue and complete the proposed transaction on the terms proposed; and (ii) the ability to obtain Pervasive stockholder, antitrust, and other approvals for the proposed transaction on the terms proposed and in a timely manner. Forward−looking statements, like all statements in this press release, speak only as of the date of this press release (unless another date is indicated). We do not undertake any obligation to publicly update any forward−looking statements, whether as a result of new information, future events, or otherwise.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote, proxy or approval. No tender offer for the shares of Pervasive has been made at this time. This press release relates to a potential business combination transaction with Pervasive proposed by Actian. This material is not a substitute for any tender offer statement, proxy statement or any other document in the event that Actian files such a document with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any such documents will be available free of charge through the website maintained by the SEC at www.sec.gov or by directing a request to the persons listed below.
Interim CFO Actian Corporation
+1 (650) 587-5508
All major researchers estimate there will be tens of billions devices - computers, smartphones, tablets, and sensors - connected to the Internet by 2020. This number will continue to grow at a rapid pace for the next several decades. With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo, June 9-11, 2015, at the Javits Center in New York City. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be
May. 24, 2015 12:15 PM EDT Reads: 1,666
Container frameworks, such as Docker, provide a variety of benefits, including density of deployment across infrastructure, convenience for application developers to push updates with low operational hand-holding, and a fairly well-defined deployment workflow that can be orchestrated. Container frameworks also enable a DevOps approach to application development by cleanly separating concerns between operations and development teams. But running multi-container, multi-server apps with containers is very hard. You have to learn five new and different technologies and best practices (libswarm, sy...
May. 24, 2015 12:00 PM EDT Reads: 1,727
SYS-CON Events announced today that DragonGlass, an enterprise search platform, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. After eleven years of designing and building custom applications, OpenCrowd has launched DragonGlass, a cloud-based platform that enables the development of search-based applications. These are a new breed of applications that utilize a search index as their backbone for data retrieval. They can easily adapt to new data sets and provide access to both structured and unstruc...
May. 24, 2015 12:00 PM EDT Reads: 1,672
As the Internet of Things unfolds, mobile and wearable devices are blurring the line between physical and digital, integrating ever more closely with our interests, our routines, our daily lives. Contextual computing and smart, sensor-equipped spaces bring the potential to walk through a world that recognizes us and responds accordingly. We become continuous transmitters and receivers of data. In his session at @ThingsExpo, Andrew Bolwell, Director of Innovation for HP's Printing and Personal Systems Group, discussed how key attributes of mobile technology – touch input, sensors, social, and ...
May. 24, 2015 11:30 AM EDT Reads: 3,737
WebRTC defines no default signaling protocol, causing fragmentation between WebRTC silos. SIP and XMPP provide possibilities, but come with considerable complexity and are not designed for use in a web environment. In his session at @ThingsExpo, Matthew Hodgson, technical co-founder of the Matrix.org, discussed how Matrix is a new non-profit Open Source Project that defines both a new HTTP-based standard for VoIP & IM signaling and provides reference implementations.
May. 24, 2015 10:30 AM EDT Reads: 5,085
SYS-CON Events announced today that the "First Containers & Microservices Conference" will take place June 9-11, 2015, at the Javits Center in New York City. The “Second Containers & Microservices Conference” will take place November 3-5, 2015, at Santa Clara Convention Center, Santa Clara, CA. Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities.
May. 24, 2015 10:00 AM EDT Reads: 1,799
Buzzword alert: Microservices and IoT at a DevOps conference? What could possibly go wrong? In this Power Panel at DevOps Summit, moderated by Jason Bloomberg, the leading expert on architecting agility for the enterprise and president of Intellyx, panelists will peel away the buzz and discuss the important architectural principles behind implementing IoT solutions for the enterprise. As remote IoT devices and sensors become increasingly intelligent, they become part of our distributed cloud environment, and we must architect and code accordingly. At the very least, you'll have no problem fil...
May. 24, 2015 10:00 AM EDT Reads: 1,671
Almost everyone sees the potential of Internet of Things but how can businesses truly unlock that potential. The key will be in the ability to discover business insight in the midst of an ocean of Big Data generated from billions of embedded devices via Systems of Discover. Businesses will also need to ensure that they can sustain that insight by leveraging the cloud for global reach, scale and elasticity.
May. 24, 2015 09:30 AM EDT Reads: 6,412
The 4th International Internet of @ThingsExpo, co-located with the 17th International Cloud Expo - to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA - announces that its Call for Papers is open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than 20 years ago.
May. 24, 2015 09:00 AM EDT Reads: 1,337
"People are a lot more knowledgeable about APIs now. There are two types of people who work with APIs - IT people who want to use APIs for something internal and the product managers who want to do something outside APIs for people to connect to them," explained Roberto Medrano, Executive Vice President at SOA Software, in this SYS-CON.tv interview at Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
May. 24, 2015 08:30 AM EDT Reads: 4,065
The 17th International Cloud Expo has announced that its Call for Papers is open. 17th International Cloud Expo, to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, APM, APIs, Microservices, Security, Big Data, Internet of Things, DevOps and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportunity. Submit your speaking proposal today!
May. 24, 2015 08:00 AM EDT Reads: 4,038
In their session at @ThingsExpo, Shyam Varan Nath, Principal Architect at GE, and Ibrahim Gokcen, who leads GE's advanced IoT analytics, focused on the Internet of Things / Industrial Internet and how to make it operational for business end-users. Learn about the challenges posed by machine and sensor data and how to marry it with enterprise data. They also discussed the tips and tricks to provide the Industrial Internet as an end-user consumable service using Big Data Analytics and Industrial Cloud.
May. 24, 2015 06:30 AM EDT Reads: 5,425
17th Cloud Expo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterprises are using some form of XaaS – software, platform, and infrastructure as a service.
May. 24, 2015 05:00 AM EDT Reads: 2,119
Sensor-enabled things are becoming more commonplace, precursors to a larger and more complex framework that most consider the ultimate promise of the IoT: things connecting, interacting, sharing, storing, and over time perhaps learning and predicting based on habits, behaviors, location, preferences, purchases and more. In his session at @ThingsExpo, Tom Wesselman, Director of Communications Ecosystem Architecture at Plantronics, will examine the still nascent IoT as it is coalescing, including what it is today, what it might ultimately be, the role of wearable tech, and technology gaps stil...
May. 24, 2015 05:00 AM EDT Reads: 4,186
The explosion of connected devices / sensors is creating an ever-expanding set of new and valuable data. In parallel the emerging capability of Big Data technologies to store, access, analyze, and react to this data is producing changes in business models under the umbrella of the Internet of Things (IoT). In particular within the Insurance industry, IoT appears positioned to enable deep changes by altering relationships between insurers, distributors, and the insured. In his session at @ThingsExpo, Michael Sick, a Senior Manager and Big Data Architect within Ernst and Young's Financial Servi...
May. 24, 2015 05:00 AM EDT Reads: 4,591
The Workspace-as-a-Service (WaaS) market will grow to $6.4B by 2018. In his session at 16th Cloud Expo, Seth Bostock, CEO of IndependenceIT, will begin by walking the audience through the evolution of Workspace as-a-Service, where it is now vs. where it going. To look beyond the desktop we must understand exactly what WaaS is, who the users are, and where it is going in the future. IT departments, ISVs and service providers must look to workflow and automation capabilities to adapt to growing demand and the rapidly changing workspace model.
May. 24, 2015 04:30 AM EDT Reads: 3,058
Since 2008 and for the first time in history, more than half of humans live in urban areas, urging cities to become “smart.” Today, cities can leverage the wide availability of smartphones combined with new technologies such as Beacons or NFC to connect their urban furniture and environment to create citizen-first services that improve transportation, way-finding and information delivery. In her session at @ThingsExpo, Laetitia Gazel-Anthoine, CEO of Connecthings, will focus on successful use cases.
May. 24, 2015 04:00 AM EDT Reads: 4,741
One of the biggest impacts of the Internet of Things is and will continue to be on data; specifically data volume, management and usage. Companies are scrambling to adapt to this new and unpredictable data reality with legacy infrastructure that cannot handle the speed and volume of data. In his session at @ThingsExpo, Don DeLoach, CEO and president of Infobright, will discuss how companies need to rethink their data infrastructure to participate in the IoT, including: Data storage: Understanding the kinds of data: structured, unstructured, big/small? Analytics: What kinds and how responsiv...
May. 24, 2015 04:00 AM EDT Reads: 4,288
Building low-cost wearable devices can enhance the quality of our lives. In his session at Internet of @ThingsExpo, Sai Yamanoor, Embedded Software Engineer at Altschool, provided an example of putting together a small keychain within a $50 budget that educates the user about the air quality in their surroundings. He also provided examples such as building a wearable device that provides transit or recreational information. He then reviewed the resources available to build wearable devices at home including open source hardware, the raw materials required and the options available to power s...
May. 24, 2015 03:30 AM EDT Reads: 3,831
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo in Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal an...
May. 24, 2015 03:00 AM EDT Reads: 2,334