Patron Outlines Timing To Close Transactions
2/21/2003 7:00 AM
CHICAGO, Feb 21, 2003 (BUSINESS WIRE) -- Patron Systems, Inc., a wholly owned subsidiary of Patron Holdings, Inc. (PAHG), announced today its timetable to close the TrustWave and Entelagent transactions. Patron also announced that the funding for the acquisitions of TrustWave and Entelagent and related working capital have been confirmed, consistent with earlier press releases.
As disclosed in late November, Patron signed definitive acquisition documents with both TrustWave and Entelagent. Representatives of the companies and a vast majority of each company's shareholders signed these definitive documents. However, both companies have a number of unaccredited shareholders, which requires each to hold shareholder meetings to review and vote on the respective transactions. The steps to closing are as follows:
-- Patron and the respective companies prepare an information circular, as defined by SEC rules, including audited financials for Patron for 2002. -- The information circular is sent to each shareholder for review. -- In the case of TrustWave, Maryland law requires that the shareholders have ten (10) business days to review the circular prior to a shareholder meeting. For Entelagent, California law requires a twenty-day (20) review period. -- Shareholder meetings are held and a transaction vote is taken. The transactions are subsequently closed.
The information circular is under final review and will be available to send to shareholders next week. The TrustWave shareholder meeting will take place the week of March 10th with the closing immediately following the shareholder meeting. The Entelagent shareholder meeting will be held the week of March 24th and closing immediately thereafter.
The timing and steps to close these transactions, outlined above, is consistent with the timing set forth in the announcement released on January 24 as well as a subsequent 8-K filed with the SEC on January 28, 2003.
About Patron Holding, Inc. subsidiary Patron Systems, Inc.
Patron Holding, Inc. subsidiary, Patron Systems, Inc., is a development-stage information security company incorporated in April 2002 to provide security services and technology products to global enterprises. Patron's Security Services Group intends to work with organizations to provide comprehensive, certifiable solutions for trusted information environments. Initial offerings are contemplated to include vulnerability assessments; compliance and certification reviews, training, remediation, monitoring, and managed services. Patron's Technology Products Group, through its planned acquisition of third generation software and hardware, plans to help enterprises address security needs holistically throughout the IT environment. Patron Systems intends to deploy products maintaining the highest standards of independence, product quality and functionality, as well as return on investment for the client organization. |
