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HYDERABAD, India, &
BEDFORD, Mass. July 11, 2007 – Megasoft Limited (BSE Code
No.: 532408) and Boston Communications Group, Inc., (Nasdaq:
BCGI) today announced a definitive agreement for Megasoft
Limited to acquire Boston Communications Group, Inc., for
$3.60 per share of bcgi common stock, in cash, for an
expected aggregate purchase price of approximately $65
million. The $3.60 per share price represents a premium of
approximately 120 percent over bcgi’s average closing share
price during the 30 days ended July 6, 2007.
Under the terms of the merger agreement, a subsidiary of
Megasoft will commence a tender offer to acquire all of the
outstanding shares of bcgi common stock for $3.60 per share
in cash. The offer is expected to commence on or before
August 1, 2007, and will expire at midnight on the 20th
business day following and including the commencement date,
unless extended in accordance with the terms of the merger
agreement and the applicable rules and regulations of the
Securities and Exchange Commission (“SEC”).
The Board of Directors of Megasoft and bcgi have unanimously
approved the definitive agreement. The Board of Directors of
bcgi recommends that shareholders tender their shares into
the tender offer. Members of bcgi’s Board have agreed to
tender their shares into the offer.
“This transaction creates significant value for Megasoft
shareholders and expands our market and technology
leadership in what is one of the most exciting areas of our
industry’s transformation: convergent telecom,” said GV
Kumar, CEO and managing director of Megasoft. “Megasoft and
bcgi link technology with services, thereby creating an
exceptional platform to add next-generation, high-value
products and strategically position the company for future
growth.”
“We are extremely excited about this transaction and the
resulting benefits to our shareholders, customers and
employees,” said Joseph Mullaney, chief financial officer
and acting chief executive officer of bcgi. “Our
shareholders receive immediate and substantial value, with
the offer representing a very significant premium over
recent trading prices. Our customers gain from the broadened
product offerings and combined technology resources of the
two organizations, and our employees benefit from the
enhanced opportunities in an organization poised to address
a broad spectrum of industry and subscriber needs.”
Mullaney continued, “We believe that the combined
organization offers bcgi considerable growth opportunities
that would be difficult to achieve without the synergies
that exist between the two companies. A standalone strategy
for bcgi would require the development of new revenue
streams to replace the decline in business from some of our
tier one carrier customers, which could result in future
losses. We believe that Megasoft’s offer to purchase bcgi
shares at a substantial premium over current market prices
is a more favorable and certain outcome for our
shareholders.”
The tender offer will be conditioned upon, among other
things, approximately 83 percent of bcgi’s shares being
tendered in the offer based on the number of current shares
and is expected to be completed during the third quarter of
2007, subject to customary regulatory approvals and other
conditions. The transaction is not subject to a financing
contingency. There can be no assurance that the transaction
will be approved or consummated.
Additional Information and Where to Find It
In connection with the tender offer, bcgi expects to file a
solicitation/recommendation statement on Schedule 14D-9 with
the Securities and Exchange Commission (the “SEC”). In
connection with the proposed merger, bcgi expects to file a
proxy statement with the SEC, if required by law. Investors
and security holders are strongly advised to read these
documents when they become available because they will
contain important information about the tender offer and the
proposed merger. Free copies of materials filed by bcgi will
be available at the SEC’s web site at www.sec.gov, or at the
bcgi web site at www.bcgi.net and will also be available
without charge, by directing a request to bcgi at 55
Middlesex Turnpike, Bedford, MA 01730, Attention: Investor
Relations. bcgi and its directors, executive officers and
other members of its management and employees may be deemed
participants in the solicitation of tenders or proxies from
its shareholders. Information concerning the interests of
bcgi’s participants in the solicitation is set forth in
bcgi’s Schedule 14D-9, proxy statement and other public
filings with the SEC, and will be set forth in proxy
statements relating to any merger, if one is required to be
filed, and in the solicitation/recommendation statements on
Schedule 14D-9 when they become available.
This press release is for informational purposes only and is
not an offer to buy or the solicitation of an offer to sell
any securities. The solicitation and the offer to buy shares
of bcgi’s common stock will only be made pursuant to an
offer to purchase the related materials that Tea Party
Acquisition Corp., a wholly-owned subsidiary of Megasoft
Limited, intends to file with the SEC. Once filed, bcgi
stockholders should read those materials carefully prior to
making any decisions with respect to the offer because they
contain important information, including the terms and
conditions of the offer. Once filed, bcgi stockholders will
be able to obtain the offer to purchase and related
materials with respect to the offer free of charge at the
SEC’s web site at www.sec.gov, from the other information
agent named in the tender offer materials or from Tea Party
Acquisition Corp.
About bcgi
bcgi delivers innovative products and services that enable
mobile operators and MVNOs worldwide to differentiate their
offerings and increase market penetration while reducing
costs. Founded in 1988, bcgi is a leader in identifying and
addressing new market needs with proven solutions, including
prepaid and postpaid billing, payments and access
management. For more information, visit www.bcgi.net.
About Megasoft
Established in 1994, Megasoft is a transnational
intellectual property-driven, product-based technology
company that focuses its expertise on the telecom sector.
The company provides telecom services throughout the globe
under its XIUS brand name. Listed in the Bombay Stock
Exchange in India, the company has strong product
engineering and product development capacities with CMM
Level 5 certification and has operations in the U.S., UK,
Singapore, Malaysia and Germany, and in Hyderabad and
Chennai in India. Additional information about Megasoft is
available at www.megasoft.com and www.xius.com.
bcgi’s Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements that
involve risks and uncertainties, including statements
regarding the timing of commencement and completion of the
transactions described above, the perceived benefits to bcgi
shareholders and customers, management plans relating to the
transactions, the parties’ ability to complete the
transactions, the anticipated impact of the transactions on
the parties, including Megasoft’s future operating results.
Such statements are based on management’s current
expectations and are subject to a number of uncertainties
and risks that could cause actual results to differ
materially from those described in the forward-looking
statements. Important factors that would cause actual
results to differ materially from those indicated by such
forward-looking statements include, for example, the ability
and willingness of bcgi and Megasoft to satisfy or waive the
conditions to the tender offer and merger, the accuracy of
pre-transaction valuations of bcgi and the possibility that
competing offers may be made for bcgi. bcgi undertakes no
obligation to update any of the forward-looking statements
after the date of this press release. |
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