LLR Partners Increases Purchase Price for I-many, Inc. to $0.49 Per Share
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PHILADELPHIA, PA and EDISON, NJ, Jun 01 (MARKET WIRE)
--
LLR Partners, one of the Mid-Atlantic's largest private equity investment
firms, with more than $1.4 billion under management, and I-many, Inc.
(PINKSHEETS: IMNY), a leading provider of contract management software
and services for the enterprise, announced today that they have amended
their definitive merger agreement to increase the purchase price to
approximately $0.49 per share in cash, an increase of an estimated $0.06
per share, or approximately 14%, from the transaction announced on April
29, 2009.
The transaction is valued at $47.3 million, including amounts required to
be applied to the repayment of I-many's Senior Convertible Notes and to
other transaction-related payments, or approximately $26.6 million net of
such amounts, as set forth in the amended merger agreement. The merger
consideration is no longer subject to the cash balances of I-many as of
the Effective Time. In addition, pursuant to the amendment to the merger
agreement, the amount of LLR Partners' expenses that I-many would be
required to reimburse if the merger agreement is terminated under certain
circumstances has been increased from $500,000 to $665,000. The
termination fee payable by I-many remains unchanged.
The parties agreed to the increased purchase price in response to an
unsolicited proposal from another bidder, which I-many's board of
directors evaluated as permitted by the terms of the merger agreement
between I-many and LLR Partners. As a result of the amended terms,
I-many's board of directors determined that the third party bidder's
proposal was not a superior proposal.
The amendment to the merger agreement has been approved by LLR Partners
and unanimously by I-many's board of directors. The guarantee previously
delivered by LLR Partners in connection with the merger agreement remains
in place, without any changes to its form. The transaction remains subject
to customary closing conditions, including the approval of I-many's
stockholders. It is expected to close later this month.
About LLR Partners
LLR Partners, a leading private equity firm based in Philadelphia, PA,
provides capital to middle market growth companies with proven business
models in a broad range of industries including healthcare, financial and
business services, information technology and education. With over $1.4
billion under management, LLR is flexible in its approach, taking minority
or majority positions, and investing in transactions ranging from
expansion and growth capital to recapitalizations and buyouts. For more
information on LLR, please visit www.llrpartners.com.
About I-many
I-many is a leading provider of contract management software and services
for the enterprise. With hundreds of customers across 21 industries
worldwide, I-many is enabling businesses to manage the entire contract
life cycle, from pre-contract processes and contract management to active
compliance, contract optimization, demand channel visibility and control.
The result is an end-to-end solution that provides greater levels of
insight into contract performance, allowing companies to improve
profitability and achieve a measurable return on investment. For more
information, please visit www.imany.com.
Forward-looking Statements
This news release contains forward-looking statements, and actual results
may vary from those expressed or implied herein. Actual results could
differ materially from current expectations. Factors that could cause or
contribute to such differences include, but are not limited to, the risks
surrounding the closing of the transaction, including failure of I-many's
stockholders to approve the merger; operational disruption from the
merger; general economic and market conditions and other risk factors set
forth from time to time in the company's filings with the Securities and
Exchange Commission (the "SEC").
Additional Information and Where to Find It
I-many plans to file with the SEC and mail to its stockholders a proxy
statement (the "Proxy Statement") in connection with the merger agreement
with LLR Partners (the "Merger Agreement") and related transactions. The
Proxy Statement will contain important information about I-many, LLR
Partners, the Merger Agreement and related matters. I-many has already
filed a preliminary proxy statement with the SEC on May 14, 2009. This
proxy statement is only a preliminary version of the definitive document,
however, and should not be relied upon until such time as the definitive
proxy statement is filed with the SEC. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE.
Investors and security holders will be able to obtain free copies of the
Proxy Statement (when it is available) and other documents filed with the
SEC by the Company through the website maintained by the SEC at
www.sec.gov.
In addition, investors and security holders will be able to obtain free
copies of the Proxy Statement (when it is available) from the Company by
contacting I-many, Inc., Attn: Secretary, 399 Thornall Street, 12th Floor,
Edison, NJ.
I-many and LLR Partners, and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from the stockholders of I-many in respect of the transactions
contemplated by the Merger Agreement. Information regarding I-many's
directors and executive officers will be included in the Proxy Statement.
Additional information regarding these directors and executive officers
is contained in I-many's Annual Report on Form 10-K for the fiscal year
ended December 31, 2008, as amended by Amendment No. 1 dated April 29,
2009, which is filed with the SEC and available free of charge at the
SEC's web site at www.sec.gov. As of March 31, 2009, I-many's directors
and executive officers beneficially owned approximately 5,885,994 shares,
or 10.9%, of I-many's common stock. This excludes 7,383,264 shares owned
by Ramius LLC, of which Mark R. Mitchell, a director of I-many, is an
executive officer and for which Mr. Mitchell disclaims beneficial
ownership. Information regarding LLR Partners' directors and officers and
a more complete description of the interests of I-many's directors and
officers will be available in the Proxy Statement.
LLR Partners Contacts
Press contact:
Gregory FCA
Kristy DelMuto
610-642-8253 x144
Email Contact: Email Contact
or
Corporate contact:
LLR Partners
Scott Perricelli
215-717-2915
Email Contact: Email Contact
I-many Contacts
I-many, Inc.
Kevin Harris
CFO
732-452-1515
Email Contact: Email Contact
or
Investor Relations:
Liolios Group, Inc.
Scott Liolios or Geoffrey Plank
949-574-3860
Email Contact: Email Contact
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