09.07.2007 12:30:00
|
ISS And Glass Lewis Recommend Quovadx Stockholders Vote ``FOR'' Proposed $3.20 Per Share Cash Merger with Quartzite Holdings
Quovadx, Inc. (NASDAQ: QVDX), a global software and vertical solutions
company, today announced that Institutional Shareholder Services (ISS)
and Glass, Lewis & Co. (Glass Lewis), two leading independent proxy
advisory firms, recommend that Quovadx stockholders vote "FOR" the
proposed merger of Quovadx, Inc. and a subsidiary of Quartzite Holdings,
Inc. (a wholly owned subsidiary of Battery Ventures VII, L.P.) Under
terms of the agreement, Quovadx stockholders will be entitled to receive
$3.20 per share in cash for each share of Quovadx stock owned. The
stockholder vote on the transaction will take place at a special meeting
of Quovadx stockholders to be held Wednesday, July 18, 2007 at 9:00
A.M., local time, at Harlequin Plaza, North Building First Floor
Conference Room, 7600 East Orchard Road, Greenwood Village, Colorado
80111. ISS and Glass Lewis provide voting advice to hundreds of
institutional investors, mutual and pension funds and other fiduciaries.
In recommending that Quovadx stockholders vote "FOR" the proposed
merger, ISS stated(a): "The one-day
announcement premium and the 60-day announcement premium are 25.5
percent and 20.1 percent, respectively. Based on our review of the terms
of the transaction and the factors described [in
our report], in particular the merger
premium, we believe that the merger agreement warrants shareholder
support.”
Glass Lewis concluded that: "Overall, we believe the proposed
transaction to be fair to shareholders. Given the thoroughness of the
sales process, absence of significant conflicts of interest, and
unanimous support of the board, we believe the transaction is in the
interest of shareholders. Furthermore, we note that the proposed
consideration approaches a three year high value for shareholders.
Accordingly, we recommend that shareholders vote FOR the proposal."
(a)Permission to use quotes neither sought nor received. "We are pleased that both ISS and Glass Lewis
agree with the Quovadx board of directors’
recommendation that stockholders vote in favor of these proposals,”
said Harvey A. Wagner, Quovadx chief executive officer. "We
believe that the $3.20 per share cash merger, which was carefully
considered and unanimously approved by the board of directors, provides
an attractive transaction for our stockholders.”
Both ISS and Glass Lewis recommend that Quovadx stockholders vote to
approve three separate proposals, including:
A vote FOR the proposed agreement and plan of merger by and among
Quovadx, Inc.; Quartzite Holdings, Inc., a wholly owned subsidiary of
Battery Ventures VII, L.P.; and Quartzite Acquisition Sub, Inc., a
wholly owned subsidiary of Quartzite Holdings;
A vote FOR a pre-closing restructuring of Quovadx, under which Quovadx
will effect the sale of certain assets used in the operation of its
Integration Solutions division to ISD Acquisition Corp, a wholly owned
subsidiary of Battery Ventures, immediately prior to the closing of
the merger; and
A vote FOR a proposal to approve any adjournments or postponements of
the special meeting of Quovadx stockholders, if necessary or
appropriate, to permit further solicitation of proxies if there are
insufficient votes today to approve and adopt the merger agreement.
Additional Information about the Merger and Where to Find It
This communication is being made in respect of the proposed merger
transaction involving Quovadx, Inc. and Battery Ventures. In connection
with the transaction, Quovadx, Inc. has filed a definitive proxy
statement with the SEC. Quovadx stockholders are urged to read the proxy
statement carefully and in its entirety because it contains important
information about the proposed transaction. The definitive proxy
statement was mailed to Quovadx stockholders on or about June 18, 2007.
In addition, the proxy statement and other documents are available free
of charge from the SEC Internet Web site, http://www.sec.gov.
The proxy statement and other pertinent documents also may be obtained
for free at Quovadx’s Web site, www.investors.quovadx.com
or by contacting Rebecca Winning via email at rebecca.winning@quovadx.com,
or by phone at 720-554-1346. Stockholders who have questions or require
assistance in voting their shares should contact the Altman Group at
(800) 398 – 1129.
Participants in the Solicitation
Quovadx and its directors, executive officers and other members of its
management and employees may be deemed participants in the solicitation
of proxies from its stockholders in connection with the proposed merger
and the upcoming special meeting of stockholders. Information regarding
the persons who may, under the rules of the SEC, be considered
participants in the solicitation of proxies from Quovadx stockholders is
set forth in Quovadx's proxy statement filed on June 18, 2007 and in its
proxy statements and Annual Reports on Form 10-K and Form 10-K/A
previously filed with the SEC.
About Quovadx, Inc.
Quovadx (Nasdaq: QVDX) offers software and services for software system
development, extension, and integration to enterprise customers
worldwide. Quovadx has two divisions, including the Integration
Solutions division (ISD), which offers private and public healthcare and
healthcare IT organizations software infrastructure to facilitate system
interoperability and leverage existing technology, and, the Rogue Wave
Software division, which provides reusable software components and
services for enterprise-class application development and
high-performance SOA. For more information, please visit www.quovadx.com.
QUOVADX, and QUOVADX logo are registered trademarks or service marks
of Quovadx, Inc., in the U.S. and/or select foreign countries. The
absence of a trademark from this list does not constitute a waiver of
Quovadx Inc.’s intellectual property rights
concerning that trademark. All other company and product names
mentioned may be trademarks of the companies with which they are
associated Cautionary Statement
Certain forward-looking statements are included in this release,
including statements relating to a proposed transaction between Quovadx
Inc. and Battery Ventures. These statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements reflect Quovadx management’s
view regarding the proposed transaction and its approval, and speak only
as of the date of this release. Investors are cautioned that all
forward-looking statements in this release involve risks and
uncertainties that could cause actual results to differ materially from
those referred to in the forward-looking statements. Such risks and
uncertainties include, among other things: i) that Quovadx stockholders
will not support or approve the transaction in a timely manner, if at
all; ii) that the closing of the transaction with Battery Ventures could
be materially delayed or more costly and difficult than expected; and/or
iii) that the transaction will not be consummated. A full discussion of
known risks and uncertainties is included in the Company’s
Annual Report on Form 10-K, Form 10-K/A and Quarterly Reports on Form
10-Q as filed with the SEC, copies of which are available without charge
from the Company. These filings are also available electronically
through a link from the Quovadx Investor Relations Web page or from the
SEC Web site at www.sec.gov under "Quovadx,
Inc.” If any of the events described in those
filings were to occur, either alone or in combination, it is likely that
the Company’s ability to reach the results
described in the forward-looking statements could be impaired and the
Company’s stock price could be adversely
affected. Quovadx does not undertake any obligation to update or correct
any forward-looking statements included in this release to reflect
events or circumstances occurring after the date of this release.
Der finanzen.at Ratgeber für Aktien!
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
JETZT DEVISEN-CFDS MIT BIS ZU HEBEL 30 HANDELN
Handeln Sie Devisen-CFDs mit kleinen Spreads. Mit nur 100 € können Sie mit der Wirkung von 3.000 Euro Kapital handeln.
82% der Kleinanlegerkonten verlieren Geld beim CFD-Handel mit diesem Anbieter. Sie sollten überlegen, ob Sie es sich leisten können, das hohe Risiko einzugehen, Ihr Geld zu verlieren.
Nachrichten zu Quovadx Inc.mehr Nachrichten
Keine Nachrichten verfügbar. |