Convera(R) Corporation and Firstlight ERA to Create a new Search and Advertising...

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Mon Jun 1, 2009 7:00am EDT

Convera(R) Corporation and Firstlight ERA to Create a new Search and
Advertising Company for Publishing Market.  Convera Will Also Distribute Cash
to Stockholders.

VIENNA, Va., June 1 /PRNewswire-FirstCall/ -- Convera Corporation (Nasdaq:
CNVR) - www.convera.com - announced today the signing of a merger agreement
with Firstlight Online Limited (a UK company) and Convera's merger subsidiary
as well as Convera's intent to distribute cash to its existing stockholders of
record.

The combined new company will bring together the vertical search technology of
Convera and the advertising sales and marketing capabilities of Firstlight. It
will have over 60 corporate customer accounts and 120 existing websites with
approximately 1500 advertisers. The new company will provide technology and
advertising to the publishing market and expects to generate revenue from
advertising sales and subscriptions.  In addition, it will build a series of
its own industry search engines.  After the merger, Patrick Condo, Convera's
CEO, will become the Chairman of the board, and Colin Jeavons, Firstlight's
CEO, will become the CEO.

When the merger becomes effective, Convera and Firstlight will each own 33.3%
and 66.7% of the total outstanding common stock of the new company,
respectively, subject to certain adjustments which may enable Convera to own
up to 42% of the new company prior to the distribution.

The merger is subject to Convera stockholders' approval and certain other
customary closing conditions.  The merger is expected to close during the 2009
summer.

Convera expects to adopt a plan of dissolution prior to the closing of the
merger and to file a certificate of dissolution with the Delaware Secretary of
State following the merger.  Convera's plan of dissolution contemplates an
orderly wind down of its business and operations.  After filing its
certificate of dissolution, Convera intends to make one or more distributions
to its stockholders of cash available for distribution, subject to applicable
legal requirements.  Following the filing of a certificate of dissolution,
Convera will delist its common stock from NASDAQ.  Upon filing of its
certificate of dissolution, Convera will close its stock transfer books and
discontinue recording transfers of its stock on its books, except by will,
intestate succession or operation of law. Holders of Convera's Class A common
stock are expected to receive payment or distribution in cash and in kind on a
pro rata basis in accordance with the number of
Class A common stock they have pursuant to the plan of distribution to be
adopted.

Shortly after filing the certificate of dissolution, Convera expects to make
an initial cash distribution of $10,000,000 in aggregate to its stockholders
of record as of the date of filing of the certificate of dissolution. 
Additional information regarding the merger, the plan of dissolution and the
distribution will become available on an Information Statement on Form 14-C,
to be filed with the Securities and Exchange Commission as soon as practicable
before the closing of the merger, which will also be mailed to Convera's
stockholders and be available at Convera's web site at www.convera.com.

About Convera(R)

Convera is a leading provider of vertical search services for publishers.
Based on a semantic index of the Web, Convera enables publishers to generate
additional revenue by creating customized search applications for specialist
audiences under their own brand. Many of the world's largest publishers use
Convera vertical search services to accelerate their e-publishing strategies,
meet growing monetization goals and build loyal online professional
communities of record as of the date of filing of the certificate of
dissolution. Convera is headquartered in Vienna, VA with major offices in
Carlsbad, CA.  Convera is listed on NASDAQ under the ticker symbol CNVR.

Important Additional Information will be filed with the SEC

This press release is for informational purposes only.  It is neither a
solicitation of a proxy, an offer to purchase, nor a solicitation of an offer
to sell shares of Convera. In connection with the proposed merger transaction
and the plan of dissolution, Convera intends to file with the SEC all the
required and relevant materials. Stockholders may obtain a free copy of the
materials (when they become available) filed by Convera with the SEC, at the
SEC's web site at http://www.sec.gov. In addition, Convera will mail a copy of
certain relevant materials to stockholders of record on the record date when
it becomes available.  A free copy of the materials when they become available
and filed with the SEC by Convera may also be obtained by directing a written
request to: Convera Corporation, Attn: Secretary, 1921 Gallows Road, Suite
200, Vienna, Virginia 22182, or accessing the "About Convera--SEC Filings"
section of Convera's website at http://www.convera.com.

Cautionary Statement About Forward-Looking Statements

Certain statements contained in this release constitutes forward-looking
statements. These forward-looking statements reflect Convera's current plan
and expectations concerning future events, including without limitation the
closing of the merger, the adoption of the plan of dissolution, the filing of
the Certificate of Dissolution, the cessation of stock trading on NASDAQ and
the distribution to Convera's stockholders. Such forward- looking statements
involve a number of risks and uncertainties, including factors listed from
time to time in the documents Convera filed with the Securities and Exchange
Commission, which could cause actual events or results to differ materially
from those expected. Convera cautions the readers that this list is not
exhaustive. These filings can be obtained from the SEC's website at
www.sec.gov. Convera operates in a changing business environment and new risks
arise from time to time. The forward-looking statements included in this
release are made only as of the date of this release and are based on
information available to Convera at such time. Convera does not have or
undertake any obligation to update any forward-looking statements to reflect
subsequent events or circumstances other than as required by applicable
federal securities laws.


SOURCE  Convera

Matthew Jones, Chief Financial Officer, of Convera Corporation,
+1-703-761-3700, mjones@convera.com
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