AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 21st, 2012 • Versant Corp • Services-prepackaged software • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 21, 2012, by and among Actian Corporation, a Delaware corporation (“Parent”); Actian Sub I, Inc., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and Versant Corporation, a California corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Versant Agrees to be Acquired by Actian for $13.00 per ShareVersant Corp • November 21st, 2012 • Services-prepackaged software
Redwood City, CA, November 21, 2012 - Actian Corporation and Versant Corporation (VSNT), both industry leaders in real-time information management, announced today that they have entered into a definitive merger agreement (the “Actian Acquisition Agreement”) pursuant to which Actian will acquire all of the outstanding common shares of Versant for $13.00 per share in cash for an aggregate purchase price of approximately $37 million. Versant's Board of Directors unanimously approved the Actian Acquisition Agreement and authorized termination of Versant's previously announced merger agreement with UNICOM Systems, Inc. (“Unicom”) in accordance with the terms of that agreement. Actian's $13.00 per share cash purchase price represents a premium of approximately 13% over the $11.50 per share price contemplated by the prior merger agreement with Unicom, and a 32% premium over Versant's closing price of $9.85 per share on the last trading day before announcement of the prior agreement with Unic
