Published: June 22, 2010
All Outstanding Shares of Proginet Corporation Common Stock To Be Acquired by TIBCO Software
GARDEN CITY, N.Y. - (BUSINESS WIRE) - Proginet
Corporation (OTCBB: PRGF), a world leader in multi-platform file
transfer solutions, today announced that on June 21, 2010, it entered
into a definitive merger agreement to be acquired by TIBCO Software Inc.
(NASDAQ: TIBX), in a transaction valued at approximately $23 million.
Under the terms of the agreement, Proginet stockholders will receive
$1.15 in cash for each share of Proginet common stock they hold,
representing a premium of approximately 22 percent to the closing price
of Proginet's common stock on June 21, 2010, the last trading day before
the signing of the merger agreement. Outstanding options will be
canceled at closing, and the option holders will receive the amount by
which the per share merger price exceeds the option exercise price, if
any. The Proginet Board of Directors unanimously approved the merger
agreement and the merger, and has approved recommending the approval of
the transaction to Proginet's stockholders.
"This transaction achieves significant value for our shareholders and
will help extend our global reach as a leading provider of managed file
transfer technology," said Sandy Weil, Proginet President and CEO.
"Together with TIBCO, we will be able to deliver services and
technologies that improve business processes for companies worldwide."
The transaction is subject to customary closing conditions, including
the approval of Proginet stockholders. Certain Proginet directors,
officers and stockholders, representing approximately [21.4 percent] of
Proginet's outstanding common stock, have entered into voting agreements
in support of the acquisition. The transaction is not subject to a
financing condition. Proginet expects the transaction to close in the
first quarter of Proginet's fiscal 2011 (which commences on August 1,
2010).
About Proginet Corporation
Proginet Corporation offers universal, multi-platform software solutions
for fast, secure, and inexpensive file transfers both inside and outside
the enterprise. Hundreds of companies worldwide rely on Proginet's
CyberFusion Integration Suite (CFI), SlingshotTM, AnyFileNowTM and
Proginet Accelerator, Inc.'s file transfer acceleration technology,
RocketStream, to streamline business conduct while securing customer
data and limiting the risks associated with sharing proprietary
information with partners and colleagues around the globe. With over 20
years of experience in the managed file transfer arena, Proginet's
global customer base spans more than 30 countries and includes many
Fortune 500 companies. Headquartered in New York, the company is
publicly traded under the symbol (OTCBB: PRGF). For more information,
visit www.proginet.com.
About TIBCO Software, Inc.
Headquartered in Palo Alto, California, TIBCO Software Inc.
(NASDAQ:TIBX) provides enterprise software that helps companies achieve
service-oriented architecture (SOA) and business process management
(BPM) success. With over 4,000 customers and offices in 40 countries,
TIBCO has given leading organizations around the world better awareness
and agilityâwhat TIBCO calls The Power of Now.
Important Additional Information will be Filed with the SEC
This communication may be deemed to be solicitation material in respect
of the proposed transaction. In connection with the proposed
transaction, Proginet will file or furnish relevant documents, including
a proxy statement, concerning the proposed transaction with the SEC. Investors
and stockholders of Proginet are urged to read the proxy statement and
other relevant materials when they become available because they will
contain important information about Proginet and the proposed
transaction. The final proxy statement will be mailed to the
company's stockholders.
Investors and stockholders may obtain a free copy of the proxy statement
and any other relevant documents filed or furnished by Proginet with the
SEC (when available) at the SEC's Web site at www.sec.gov.
In addition, investors and stockholders may obtain free copies of the
documents filed with the SEC by Proginet by contacting Proginet's
Corporate Secretary at (516) 535-3600 or by going to the investor
relations website portion of the Proginet website at http://www.proginet.com/about-us/investor-relations/.
Proginet and its directors and certain executive officers may be deemed
to be participants in the solicitation of proxies from Proginet
stockholders in respect of the proposed transaction. Information about
the directors and executive officers of Proginet and their respective
interests in Proginet by security holdings or otherwise will be set
forth in the proxy statement that will be filed by Proginet with the
SEC. Stockholders may obtain additional information regarding the
interests of Proginet and its directors and executive officers in the
merger, which may be different than those of the Company's stockholders
generally, by reading the proxy statement and other relevant documents
regarding the merger, when filed with the SEC. Each of these documents
is, or will be, available as described above.
Forward-Looking Statements
This press release contains certain "forward-looking statements" within
the meaning of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements are
statements that are not historical facts. Words such as "expect(s)" ,
"feel(s)" , "believe(s)" , "will" , "may" , "anticipate(s)" , "intend(s)" and
similar expressions are intended to identify such forward-looking
statements. These statements include, but are not limited to, the
expected timing of the acquisition; the ability of TIBCO Software and
Proginet to close the acquisition; and statements regarding future
performance. All of such information and statements are subject to
certain risks and uncertainties, the effects of which are difficult to
predict and generally beyond the control of Proginet, that could cause
actual results to differ materially from those expressed in, or implied
or projected by, the forward-looking information and statements. These
risks and uncertainties include, but are not limited to: (i)
uncertainties associated with the acquisition of Proginet by TIBCO
Software, (ii) uncertainties as to the timing of the merger; (iii)
failure to receive approval of the transaction by the stockholders of
Proginet; (iv) the ability of the parties to satisfy closing conditions
to the transaction; (v) changes in economic, business, competitive,
technological and/or regulatory factors; and (vi) those risks identified
and discussed by Proginet in its filings with the SEC. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
Neither TIBCO Software nor Proginet undertakes any obligation to
republish revised forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review and
consider the various disclosures in Proginet's SEC periodic and interim
reports, including but not limited to its Annual Report on Form 10-K for
the fiscal year ended July 31, 2009, Quarterly Reports on Form 10-Q for
the fiscal quarters ended October 31, 2009, January 31, 2010 and April
30, 2010, and Current Reports on Form 8-K filed from time to time by
Proginet. All forward-looking statements are qualified in their entirety
by this cautionary statement.

Proginet Financial
Joe Christel, Chief Financial Officer
516-535-3686
joe.christel@proginet.com
or
Media
Contacts
BluePoint Venture Marketing for Proginet
Jill
Newberry, 781-861-7800
jill@bluepointmktg.com
or
TIBCO
Software Inc.
Holly Burkhart, 650-846-5624
hburkhart@tibco.com
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