Aladdin Knowledge Systems Shareholders Approve Merger with Vector Capital Affiliate

Aladdin Knowledge Systems Ltd.  announced that its shareholders approved the definitive merger agreement, providing for the acquisition of the Company by a Vector Capital affiliate, during a special general meeting of the shareholders held..

The shareholders also approved the amendment to the articles of association of the Company relating to exculpation, insurance and indemnity of directors and officers and the amendment of the indemnification agreements with the Company's directors as well as the renewal of the Company's existing directors’ and officers’ insurance and the purchase of a run-off directors' and officers' insurance policy. 

Under the terms of the merger agreement, Aladdin shareholders will receive $11.50 per share in cash for each ordinary share they hold at the closing of the merger plus an amount in cash equal to each shareholder’s pro rata portion of the amount, if any, by which the Company's Cash (as defined in the merger agreement) exceeds $12,000,000.

The transaction is expected to close at the end of March, subject to the satisfaction of closing conditions set forth in the merger agreement, which include: anti-trust approvals in Israel and Germany or the expiration of applicable waiting periods; the Company having minimum cash and cash equivalents of at least $7,000,000 and minimum working capital of at least $13,500,000 at the time of closing; Company’s representations and warranties (including not having a material effect) are true and correct at the time of closing; and compliance with covenants. 

Following completion of the merger, Aladdin’s ordinary shares will cease to be traded on NASDAQ and the Tel Aviv Stock Exchange.