Proginet Corporation (OTCBB: PRGF), a world leader in multi-platform file transfer solution, today announced that on September 14, 2010, its stockholders approved the proposal to adopt the previously announced merger agreement with TIBCO Software Inc. (NASDAQ: TIBX), and Perseus Acquisition Corporation, a wholly-owned subsidiary of TIBCO.
The affirmative vote of the holders of a majority of the outstanding shares of the Company's common stock was required to approve the proposal to adopt the merger agreement. According to the final vote tally of shares of Proginet common stock, approximately 69% of the outstanding shares of Proginet common stock as of July 30, 2010, the record date for the special meeting, were voted to approve the proposal to adopt the merger agreement. Under the terms of the merger agreement, Proginet's stockholders will receive $1.15 in cash, without interest and less any applicable withholding taxes, for each share of Proginet common stock they hold. 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, without interest and less any applicable withholding taxes.
Subject to the satisfaction or waiver of certain conditions set forth in the merger agreement attached as Annex A to the Definitive Proxy Statement on Schedule 14A filed by Proginet with the Securities and Exchange Commission on August 9, 2010 and summarized in such Definitive Proxy Statement, Proginet expects the merger contemplated by the merger agreement to close on or about September 15, 2010.
At the effective time of the merger, Proginet will become a wholly-owned subsidiary of TIBCO and, approximately 24 hours following the effective time, will cease to be quoted on the OTC Bulletin Board.