TAVA $8 buy-out:
TAVA Technologies, Inc. Signs Merger Agreement
ENGLEWOOD, Colo., April 21 /PRNewswire/ -- TAVA Technologies, Inc. (Nasdaq:
TAVA - news) announced today that it has entered into an Agreement and Plan of Reorganization pursuant to which TAVA
will be acquired by a wholly-owned subsidiary of Real Software Group NV (''Real Software''), a Belgian corporation, in a
cash merger transaction for $8.00 per share (the ''Merger''). Upon completion of the Merger, TAVA will no longer be traded
on Nasdaq.
Real Software, an IT services and products company, is publicly traded on the Brussels Stock Exchange and has an equity
market capitalization of approximately 1.5 billion Euros or $1.6 billion at current exchange rates. The company provides a
comprehensive range of IT services to clients in Europe, Asia and the U.S. through its group of internal business units and more
than 20 subsidiary operations. Current Real Software interests in the U.S. include the INC Group, an ERP consulting and
implementation company with staff of more than 200. The company's strategy is to address clients as a single point solution
provider of all their IT needs, from E-commerce to shop floor maintenance management.
Pursuant to the terms of the Merger, each outstanding share of TAVA will be exchanged for $8.00 in cash. The Merger values
the diluted equity of TAVA at approximately $196,000,000 and represents a 59% premium to the closing price of TAVA
shares four weeks before the announcement. Real Software will finance the Merger in part with cash and a committed debt
financing facility.
Prudential Securities, Inc. served as financial advisor and delivered a fairness opinion to the Special Committee of the Board of
Directors of TAVA.
Broadview International served as advisors to the Real Software Group.
Consummation of the Merger (which is expected to occur during Summer 1999) is subject to certain conditions, including,
without limitation: (i) TAVA shareholder approval: (ii) the receipt of all requisite approvals by applicable public and regulatory
authorities; and (iii) certain other conditions, indulging absence of any material adverse change in TAVA's business, prospects
or financial condition, and a requirement by Real Software that four of TAVA's executive officers, including John Jenkins,
President & CEO, enter into employment agreements with the continuing private company.
Statements made in this press release that are not historical or current facts are ''forward-looking statements'' made pursuant to
the safe harbor provisions of federal securities laws. Forward-looking statements represent management's best judgment as to
what may occur in the future, but are subject to certain risks and uncertainties that could cause actual results and events to differ
materially from those presently anticipated or projected. Risks and uncertainties which could affect TAVA and the
consummation of the transaction described in this press release include the conditions to the merger discussed in this release;
the factors discussed in the ''Management's Discussion and Analysis'' section of the Company's Annual Report on Form
10-KSB for the fiscal year ended June 30, 1998 and in any subsequent reports filed with the Securities and Exchange
Commission, to which reference should be made.
SOURCE: TAVA Technologies, Inc. |
