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To: rory sohn who wrote (70235)4/21/1999 11:04:00 AM
From: Michaelste  Respond to of 119973
 
TAVA merger

TAVA Technologies, Inc. Signs Merger Agreement

ENGLEWOOD, Colo., April 21 /PRNewswire/ -- TAVA Technologies, Inc. (Nasdaq: TAVA)
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.
/CONTACT: Doug Kelsall, CFO, or Donna Key, General Counsel, 303-771-9794, both of
TAVA Technologies, Inc.; or Scott Liolios, Investor Relations for TAVA Technologies,
Inc., 949-574-3860/
10:45 EDT