Key Developments For Entrust Inc
Entrust, Inc. Delists From NASDAQ-Stock Exchange
The Stock Exchange reported that Entrust, Inc. has been delisted from NASDAQ.
Entrust, Inc. Completes Merger With Thoma Bravo
Entrust, Inc. announced that shareholders approved the amended merger agreement with an affiliate of Thoma Bravo, LLC (Thoma Bravo), and the transaction has been completed. Under the terms of the agreement, the Company's stockholders are entitled to receive $2.00 in cash for each share of the Company's common stock that they hold, without interest and less any applicable withholding taxes. With the closing of the transaction, the Company's stock will cease to trade on the NASDAQ and will be delisted.
RiskMetrics Group Recommends Entrust, Inc. Stockholders Vote 'FOR' Amended Merger Agreement With Thoma Bravo, LLC
Entrust, Inc. announced that RiskMetrics Group (formerly Institutional Shareholder Services), a independent proxy advisory firm, recommends that Entrust stockholders vote FOR the Company's amended merger agreement with an affiliate of Thoma Bravo, LLC (Thoma Bravo) at the Special Meeting of Stockholders to be held on July 28, 2009. As previously announced, under the terms of the amended merger agreement, an affiliate of Thoma Bravo will acquire all of the outstanding shares of Entrust common stock for $2.00 per share in cash. This is an increase of over 8% over the $1.85 per share cash purchase price contemplated by the parties' original merger agreement previously announced on April 13, 2009.
Entrust, Inc. Announces Amended Merger Agreement With Thoma Bravo, LLC
Entrust, Inc. announced that it has entered into an amendment to its merger agreement with an affiliate of Thoma Bravo, LLC (Thoma Bravo). Under the terms of the amended merger agreement, an affiliate of Thoma Bravo will acquire all of the outstanding shares of Entrust common stock for $2.00 per share in cash, in a transaction valued at approximately $124 million. This is an increase of over 8% over the $1.85 per share cash purchase price contemplated by the parties' original merger agreement previously announced on April 13, 2009. Entrust's Board of Directors unanimously approved the amended merger agreement, with one director abstaining. Thoma Bravo has notified Entrust's Board that the $2.00 per share cash purchase price under the revised agreement is the final offer. Thoma Bravo has also indicated that if Entrust stockholders do not approve the amended merger agreement at the Company's upcoming Special Meeting of Stockholders, then the merger agreement will be terminated. In conjunction with the increased cash purchase price, the termination fee payable by Entrust to Thoma Bravo has been increased to $2 million if Entrust stockholders do not approve the amended merger agreement at the upcoming Special Meeting.
Entrust, Inc. Issues Q2 Earnings Outlook; Non-GAAP Net Income Outlook Above Analysts' Estimates; Sees H1 2009 Non-GAAP Earnings At High End Of Prior Outlook
Entrust, Inc. announced that for the second quarter of 2009, it expects net loss, calculated in accordance with GAAP, of approximately $1.6 million, or $0.03 per share. On a non-GAAP basis, the Company expects non-GAAP income of $2.0 million, or $0.03 per share. The quarter's wider than expected difference between GAAP and non-GAAP numbers is primarily due to costs associated with the Company's proposed acquisition by Thoma Bravo. On a non-GAAP basis, the Company expects to record a first half of 2009 non-GAAP income of $4.4 million, or $0.07 per share. Non-GAAP income for the first half of 2009 is at the high end of the Company's initial guidance range. According to Reuters Estimates, analysts were expecting the Company to report non-GAAP net income of $1.64 million, GAAP net income of $1.17million, non-GAAP EPS of $0.03, GAAP EPS of $0.02 for the second quarter of 2009; non-GAAP net income of $2.2 million for the third quarter of 2009.
