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| [January 28, 2013] |
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Pervasive Software Inc. Enters Into Agreement to be Acquired by Actian Corporation
AUSTIN, Texas --(Business Wire)--
Pervasive Software (News - Alert)® Inc. (NASDAQ: PVSW), a global leader in cloud-based
and on-premises data innovation, today announced that it has entered
into a definitive agreement to be acquired by an affiliate of Actian
Corporation in a transaction with a total value of approximately $161.9
million.
"After a deliberative process and thorough assessment of our strategic
alternatives, the Pervasive board of directors has determined that this
transaction represents the best value for our shareholders, employees
and customers," said John Farr, Pervasive president and CEO. "We believe
the two companies' complementary product portfolios, track record of
technological innovation and well-established customer bases provide a
platform for compelling synergies."
Under the terms of the agreement, Pervasive's stockholders will receive
$9.20 in cash for each share of Pervasive stock they hold. The
transaction is expected to close in the second calendar quarter of 2013
and is subject to customary closing conditions, including approval by
Pervasive's stockholders, Hart-Scott-Rodino anti-trust clearance,
Securities and Exchange Commission clearance and stock exchange
approvals.
TC Lending, LLC, a subsidiary of TPG Specialty Lending, Inc., has
committed to provide debt financing for the transaction, subject to
certain terms and conditions. Shea & Company, LLC serves as financial
advisor to the Board of Directors of Pervasive Software.
About Pervasive Software
Pervasive is a global data innovation leader, delivering software to
manage, integrate and analyze data, in the cloud or on premises,
throughout the entire data lifecycle. Pervasive products deliver value
to tens of thousands of customers worldwide, often embedded within
partners' software, with breakthrough performance, flexibility,
reliability and return on investment. For additional information, go to www.pervasive.com.
About Actian Corporation
Actian Corporation enables organizations to transform big data into
business value with data management solutions to transact, analyze, and
take automated action across their business operations. Actian helps
10,000 customers worldwide take action on their big data with Action
Apps, Vectorwise, the analytical database, and Ingres, an independent
mission-critical OLTP database. Actian is headquartered in California
with offices in New York, London, Paris, Frankfurt, Amsterdam and
Melbourne. For more information on Actian, visit the company's website: www.actian.com.
Additional Information and Where You Can Find It
In connection with the proposed transaction, Pervasive will file a proxy
statement and relevant documents concerning the proposed transaction
with the Securities and Exchange Commission (the "SEC (News - Alert)"). Investors and
security holders of Pervasive are urged to read the proxy statement and
any other relevant documents filed with the SEC when they become
available because they will contain important information about
Pervasive and the proposed transaction. The proxy statement (when it
becomes available) and any other documents filed by Pervasive with the
SEC may be obtained free of charge at the SEC's web site at www.sec.gov.
In addition, investors and security holders may obtain free copies of
the documents filed with the SEC by Pervasive by contacting Pervasive
Software Investor Relations at investor.relations@pervasive.com
or via telephone at 800-287-4383. Investors and security holders are
urged to read the proxy statement and the other relevant materials when
they become available before making any voting or investment decision
with respect to the proposed transaction.
Pervasive and its directors, executive officers and certain other
members of its management and employees may, under SEC rules, be deemed
to be participants in the solicitation of proxies from Pervasive's
stockholders in connection with the transaction. Information regarding
the interests of such directors and executive officers (which may be
different than those of Pervasive's stockholders generally) is included
in Pervasive's proxy statements and Annual Reports on Form 10-K,
previously filed with the SEC, and information concerning all of
Pervasive's participants in the solicitation will be included in the
proxy statement relating to the proposed transaction when it becomes
available. Each of these documents is, or will be, available free of
charge at the SEC's web site at http://www.sec.gov
and from Pervasive Software Investor Relations, at http://investor.pervasive.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These statements are based on
management's current expectations and beliefs and are subject to a
number of factors and uncertainties that could cause actual results to
differ materially from those described in the forward-looking
statements. The forward-looking statements contained in this document
may include statements about future financial and operating results,
benefits to Pervasive's customers and the proposed transaction. These
statements are not guarantees of future performance, involve certain
risks, uncertainties and assumptions that are difficult to predict, and
are based upon assumptions as to future events that may not prove
accurate. Therefore, actual outcomes and results may differ materially
from what is expressed herein. For example, if Pervasive does not
receive required stockholder approval or fails to satisfy other
conditions to closing, the transaction will not be consummated. In any
forward-looking statement in which Pervasive expresses an expectation or
belief as to future results, such expectation or belief is expressed in
good faith and believed to have a reasonable basis, but there can be no
assurance that the statement or expectation or belief will result or be
achieved or accomplished. The following factors, among others, could
cause actual results to differ materially from those described in the
forward-looking statements: risks associated with uncertainty as to
whether the transaction will be completed, costs and potential
litigation associated with the transaction, the failure to obtain
approval from Pervasive's stockholders, the failure of either party to
meet the closing conditions set forth in the merger agreement, the
extent and timing of regulatory approvals and the risk factors discussed
from time to time by the company in reports filed with the SEC. We urge
you to carefully consider the risks which are described in Pervasive's
Annual Report on Form 10-K for the year ended June 30, 2012, Pervasive's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
2012 and in Pervasive's other SEC filings. Pervasive is under no
obligation to (and expressly disclaims any such obligation to) update or
alter its forward-looking statements whether as a result of new
information, future events, or otherwise.
All Pervasive brand and product names are trademarks or registered
trademarks of Pervasive Software Inc. in the United States and other
countries. Actian, Cloud Action Platform, Action Apps, Ingres and
Vectorwise are trademarks of Actian Corporation. All other marks
are the property of their respective owners.

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