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Pros Holdings Inc Announces Plans to Acquire Cameleon Software SA


Thursday, 24 Oct 2013 06:07am EDT 

Pros Holdings Inc (PROS) and Cameleon Software SA (Cameleon) announced PROS has entered into a definitive tender offer agreement to acquire Cameleon in an all-cash transaction valued at approximately EUR 24 million (USD 33 million), net of cash acquired. The transaction has been approved by the Boards of Directors of both PROS and Cameleon, respectively on October 22 and 24, 2013. Under the terms of the agreement, PROS will commence the proposed tender offer to acquire all the outstanding shares of Cameleon. Key terms of the agreement include the following: PROS offer of EUR 2.05 per share represents a 45% premium on Cameleon's trailing 90-day average common stock price as of October 23, 2013; PROS offer includes an additional EUR 0.15 per share cash premium to the shareholders tendering their shares and warrants if PROS succeeds in holding 95% of Cameleon's diluted voting rights by December 31, 2014, which would result in a price of EUR 2.20 per share, representing a 55% premium on Cameleon`s trailing 90-day average common stock price as of October 23, 2013; Cameleon's four main management shareholders together with IRDI and SOPROMEC, Cameleon`s two main independent shareholders, representing in aggregate 26% of the diluted share capital of Cameleon, have agreed to tender their shares to PROS, subject to regulatory approvals and other customary conditions. 

Company Quote

26.2
-0.1 -0.38%
3:03pm EST