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8-K - FORM 8-K - PHOENIX TECHNOLOGIES LTD | f57467e8vk.htm |
EX-3.2 - EX-3.2 - PHOENIX TECHNOLOGIES LTD | f57467exv3w2.htm |
EX-3.1 - EX-3.1 - PHOENIX TECHNOLOGIES LTD | f57467exv3w1.htm |
EXHIBIT 99.1
Phoenix Announces Closing of Merger
MILPITAS, Calif., Nov. 23, 2010 Phoenix Technologies Ltd. (Nasdaq: PTEC), the global leader in
core systems software (CSS), announced today that it has merged a wholly-owned subsidiary of
Pharaoh Acquisition LLC, an affiliate of Marlin Equity Partners (Marlin). As a result of the
merger, Phoenix has become an indirect subsidiary of Marlin, and the Companys common stock will no
longer be publicly traded on the NASDAQ Global Market. Continuum Phoenix Advisors LLC, an
affiliate of Continuum Capital Partners, has a minority interest in Pharaoh Acquisition LLC.
The merger was approved by Phoenix stockholders on November 19, 2010. Phoenix stockholders will
receive $4.20 in cash, without interest, for each share of Phoenixs common stock that they own as
of the effective time of the merger.
About Phoenix Technologies Ltd.
Phoenix Technologies Ltd. (Nasdaq: PTEC), the leader in core systems software products, services
and embedded technologies, pioneers open standards and delivers innovative solutions that enable
the PC industrys top system builders and specifiers to differentiate their systems, reduce
time-to-market and increase their revenues. The Companys flagship products Phoenix SecureCore
Tiano and Embedded BIOS® are revolutionizing the PC user experience by delivering unprecedented
performance, security, reliability, continuity, and ease-of-use. The Company established industry
leadership and created the PC clone industry with its original BIOS product in 1983. Phoenix has
over 200 technology patents issued and pending, and has shipped firmware in over one billion
systems. Phoenix is headquartered in Milpitas, California with offices worldwide. For more
information, visit http://www.phoenix.com.
Phoenix, Phoenix Technologies, Phoenix SecureCore Tiano, Embedded BIOS and the Phoenix Technologies
logo are trademarks and/or registered trademarks of Phoenix Technologies Ltd. All other marks are
the marks of their respective owners.
About Marlin Equity Partners
Marlin Equity Partners is a Los Angeles-based private investment firm with over $1 billion of
capital under management. The firm is focused on providing corporate parents, shareholders and
other stakeholders with tailored solutions that meet their business and liquidity needs. Marlin
invests in businesses across multiple industries that are in the process of undergoing operational,
financial or market-driven change where Marlins capital, industry relationships and extensive
operational capabilities significantly strengthens a companys outlook and enhances value. Since
its inception, Marlin, through its group of funds and related companies, has successfully completed
over 35 acquisitions. For more information, please visit www.marlinequity.com.
About Continuum Capital Partners
Continuum Capital Partners is a private equity firm specializing in transformational investments.
It focuses on complex investment opportunities in the technology and services sector, targeting
private and
public companies that operate in mature markets. Continuum partners with the company management to
enact business strategies and operational transformations that unlock significant value and
re-ignite growth.
Established in 2009, Continuum has the flexibility to execute different types of investments,
including take-private and spin-out transactions, with the goal of maximizing the value of the
business; for more information please visit www.continuumcapital.com.
Additional Information and Where to Find It
In connection with the merger transaction and the special meeting of Phoenix stockholders to
approve the transaction, Phoenix filed a definitive proxy statement with the Securities and
Exchange Commission on September 22, 2010, a supplement to the definitive proxy statement on
October 26, 2010 and a supplement to the definitive proxy statement on November 9, 2010 (as
supplemented, the Proxy Statement). INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ
THE PROXY STATEMENT AND OTHER FILED DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER TRANSACTION. Investors and security holders may obtain a
free copy of the Proxy Statement and other documents filed by Phoenix at the Securities and
Exchange Commissions website at www.sec.gov. The Proxy Statement and other relevant
documents may also be obtained for free from Phoenix by directing such request to Phoenix
Technologies Ltd., c/o Investor Relations, 915 Murphy Ranch Rd., Milpitas, CA, telephone: (408)
570-1000.
Phoenix and its directors, executive officers and certain other members of its management and
employees may be deemed to be participants in the solicitation of proxies from its stockholders in
connection with the merger. Certain information regarding the interests of such directors and
executive officers is included in the Phoenix Proxy Statement for its 2010 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on December 30, 2009, and
information concerning all of the Phoenix participants in the solicitation are included in the
Proxy Statement. Each of these documents is, or will be, available free of charge at the Securities
and Exchange Commissions website at www.sec.gov and from Phoenix Technologies Ltd., c/o
Investor Relations, 915 Murphy Ranch Rd., Milpitas, CA, telephone: (408) 570-1000.
Contacts:
Phoenix Technologies Ltd.
Robert Andersen
Tel: 408-570-1000
Robert Andersen
Tel: 408-570-1000