Allen Systems Group and Mobius Announce Definitive Merger Agreement.Mobius Stockholders to Receive $10.05 Per Share in Cash Mobius Reports Preliminary Fiscal Third Quarter Results RYE, N.Y. & NAPLES, Fla. -- Mobius Management Systems, Inc. (Nasdaq: MOBI MOBI Mobile (Internet Top Level Domain) MOBI Molecular Orbital Bond Index MOBI Microgravity Observations of Bubble Interaction MOBI Model Based Interface MOBI Object Intelligent Model MOBI Message Oriented Broker Interface ), a leading provider of integrated solutions for enterprise archiving and records management, and Allen Systems Group, Inc. ("ASG ASG Assign ASG Allen Systems Group (Naples, FL) ASG Abu Sayyaf Group (terrorist group) ASG Associated Student Government ASG Area Support Group ASG Adaptive Services Grid ASG Assistant Secretary General "), an enterprise software provider to Global 5000 companies, today announced that they have entered into a definitive merger agreement under which ASG has agreed to acquire Mobius for $10.05 per share in cash. The $10.05 per share in cash purchase price represents a premium of approximately 35% over the $7.44 per share closing price of Mobius on Wednesday, April 11, 2007, the last trading day Last Trading Day The final day that a futures or options contract may trade or be closed out before delivery of the underlying asset must occur. Notes: If the buying and selling parties do not arrange an alternate agreement, the physical commodity must be delivered from prior to today's announcement. The transaction is expected to close in the second or third calendar quarter of 2007. The completion of the merger is subject to approval of Mobius stockholders, clearance under the Hart-Scott-Rodino Anti-Trust Improvements Act and other customary closing conditions. Mobius will solicit stockholder approval for the transaction at a special meeting, subject to the mailing of a definitive proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. . Upon completion of the transaction, Mobius will continue as a wholly-owned subsidiary of ASG. Mitchell Gross, co-founder, President, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Mobius, and Joseph J. Albracht, co-founder and a director of Mobius, have entered into a voting agreement with ASG pursuant to which they have agreed to vote all of their shares (collectively representing approximately 47.8% of Mobius' outstanding shares) in favor of the transaction. The voting agreement expires upon termination of the merger agreement. Mitchell Gross, Mobius' CEO, said, "We are pleased to announce this agreement and believe that as part of Allen Systems Group, Mobius will have greater resources to service our customer and partner needs and accelerate achievement of our strategic goals. We are proud of the high quality of our customers, products and employees. I feel that, with our common vision of the software industry, and complementary product sets, this combination will enable us to provide an even broader range of powerful solutions to the marketplaces we serve." "Mobius Management Systems, Inc. is an industry-recognized leader in enterprise archiving and records management solutions," says Arthur L. Allen, ASG's founder, president and CEO. "This acquisition, combined with our acquisition of Cypress Corporation in 2005, means that ASG now offers a complete solution for Total Content Management. This is a vitally important component to Business Intelligence and to our Business Service Management solution, BSP BSP Bromsulphalein, a dye used in the study of liver function. See also sulfobromophthalein clearance test. . Also, as a private company, we believe that ASG can provide our customers unmatched reliability and flexibility." Mobius also reported today that it anticipates fiscal third quarter 2007 revenues will be in the range of $18.7 million to $19.2 million, which is currently expected to result in a net loss in the range of $(0.08) to $(0.10) per share. The Company had previously expected revenue of between $22 to $23 million and earnings per diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. share of between a loss of $(0.02) to a profit of $0.01. Mobius will announce its fiscal third quarter results on April 26, 2007. The Company will also host a conference call to further discuss its fiscal third quarter 2007 operating results that will be simultaneously Web cast at http://www.mobius.com. In connection with the proposed transaction, Mobius will promptly file with the Securities Exchange Commission (the "Commission") a Current Report on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. , which will include the merger agreement and related documents, and will also file with the Commission in the near future a proxy statement. Investors and stockholders are advised to read the proxy statement when it becomes available because important information will be contained therein. The proxy statement will be sent to stockholders of Mobius in connection with the company's solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of their adoption of the merger agreement between Mobius and ASG. Once filed, investors and stockholders will be able to obtain a free copy of that document and other documents filed by Mobius with the Commission at the Commission's website located at http://www.sec.gov. Once filed, the proxy statement will also be available from Mobius by contacting Mobius Management Systems, Inc., 120 Old Post Road, Rye, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of 10580, Attention: Investor Relations Investor relations The process by which the corporation communicates with its investors. , (914) 921-7200. This press release is neither a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell shares of Mobius. About Mobius Mobius Management Systems, Inc. (www.mobius.com) is a leading provider of integrated solutions for enterprise archiving and records management. The Company's comprehensive software suite integrates content across disparate repositories, supports regulatory compliance, and includes content-enabled applications that automate business processes. Mobius solutions have achieved industry-wide recognition for breadth of functionality, breadth of supported formats, and high-volume, high-demand performance. The Mobius customer base is made up of leading companies across all industries, including more than sixty percent of the Fortune 100. The Company, founded in 1981, is headquartered in Rye, New York. Mobius has sales offices in the U.S., Canada, the United Kingdom, France, Germany, Italy, Sweden, the Netherlands, Switzerland, Australia and Japan. The Company also markets through a network of agents in Central and South America South America, fourth largest continent (1991 est. pop. 299,150,000), c.6,880,000 sq mi (17,819,000 sq km), the southern of the two continents of the Western Hemisphere. , Europe, Middle East, Africa and Asia. About ASG | www.asg.com Founded in 1986, ASG is a privately held global firm that provides a full range of enterprise software solutions in Metadata, Applications, Operations, Content, Performance, Identity, and Enterprise Management as well as the Business Service Platform, ASG's Business Service Management (BSM BSM Business Service Management BSM Basic Security Module BSM Best Stations Memory (Pioneer car stereos) BSM Business Systems Modernization BSM Bronze Star Medal BSM Black Student Movement BSM Benilde-St. ) solution. ASG is headquartered in Naples, Florida Naples is a city in Collier County, Florida, USA. As of 1 July 2006, the U.S. Census Bureau estimated the city's population at 21,804.[3] Naples is the County seat of Collier County, and is a Principal City of the Naples-Marco Island, Florida Metropolitan Statistical , USA, with more than 75 offices serving the Americas, Europe, Middle East, Africa, and Asia/Pacific. About Content Management. ASG offers Content Management solutions that enable any enterprise to completely control the access and distribution of information throughout the organization. A common architecture allows information to flow seamlessly among disparate information technologies. This unique capability gives users at the strategic, management, and operations levels access to information as needed as needed prn. See prn order. , without limitations imposed by multiple platforms Refers to two or more operating environments, which typically include the CPU family and operating system. For example, if versions of a program run on Windows and the Macintosh, the software is said to support multiple platforms. , operating systems Operating systems can be categorized by technology, ownership, licensing, working state, usage, and by many other characteristics. In practice, many of these groupings may overlap. , file systems, applications, and devices. Statements contained in this release may contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Forward-looking statements involve risks and uncertainties. In particular, any statements contained herein regarding expectations with respect to future sales and profitability, as well as product development and/or introductions, and/or with respect to the proposed merger with ASG, are subject to known and unknown risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance or achievements to differ materially from those projected or implied in such forward-looking statements. Important factors that might affect actual results, performance or achievements include, among other things, market acceptance of Mobius's products, ability to manage expenses, fluctuations in period to period results, seasonality, uncertainty of future operating results, long and unpredictable sales cycles, technological change, product concentration, competition, international sales and operations, protection of intellectual property, extended payment risk, sufficient revenues from professional services (job) professional services - A department of a supplier providing consultancy and programming manpower for the supplier's products. , dependence on licensed technology, risk of product defects, product liability, expansion of indirect channels, management of growth, dependence on executive management, other key employees and subcontractors, consolidation in the industries we market and sell, concerns about transaction security on the Internet, factors affecting valuation of stock option expense, changes in prevailing equity-based compensation practices, general conditions in the economy and the impact of recently enacted or proposed regulations. Certain other important factors that cause actual events not to occur as expressed in such forward-looking statements include, but are not limited to, the failure to obtain the necessary approval of the merger by Mobius's stockholders, antitrust clearance and certain other governmental approvals in a timely manner or at all, and the failure of various other closing conditions contained in the merger agreement to be satisfied as provided therein. These risks and uncertainties are described in detail from time to time in Mobius's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. , filed on September 11, 2006, and its Quarterly Reports on Form 10-Q Form 10-Q See 10-Q. . Mobius accepts no obligation to update these forward-looking statements and does not intend to do so. ViewDirect and DocumentDirect are registered trademarks of Mobius Management Systems, Inc. All other trademarks are property of their respective owners. |
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