Peerless Systems Agrees To Be Bought By Mobius Acquisition For $7/ Share Cash

(RTTNews) - Peerless Systems Corp. (PRLS) said Monday that it has agreed to be bought by Mobius Acquisition, LLC for $7.00 per share in cash, pursuant to a cash tender offer and second step merger.

Under the terms of the agreement, Peerless shareholders will receive $7.00 in cash for each share of Peerless common stock, representing a premium of about 91.8% over Peerless' closing price prior to the announcement of the Deer Valley acquisition on September 2, a 54.6% premium over Peerless' average closing price during the 90 trading days ending December 19, and a 43.4% premium over Peerless' average closing price during the 30 trading days ending December 19.

Upon completion of the deal, Peerless will become a privately held company.

The Peerless board of directors has unanimously approved the agreement and recommended that the shareholders of Peerless accept the offer and tender their shares into the offer.

Under the terms of the merger agreement, Peerless plans to solicit superior proposals from third parties pursuant to a "go-shop" provision in the agreement until the earlier of the 50th day following execution of the agreement and the closing of the tender offer.

If Peerless terminates the merger agreement due to a breach by Mobius, or because Mobius fails to consummate the tender offer or the merger, Mobius is required to pay to Peerless a termination fee of $6.0 million.

The deal is not subject to a financing condition. Peerless expects the deal to close in February or March 2015.