MCTR - Mercator and Strategic Software Reach Agreement; Proxy Contest Terminated
WILTON & WESTPORT, Conn.--(BUSINESS WIRE)--April 21, 2003--Mercator Software, Inc. (Nasdaq: MCTR) and Strategic Software Holdings ("SSH") today announced that they have reached an agreement pursuant to which SSH will immediately terminate its pending proxy contest against Mercator and Rodney Bienvenu of SSH will be appointed a special advisor to Mercator's Board of Directors on strategic matters.
On March 14, 2003, SSH announced its intention to nominate a slate of directors to replace Mercator's current Board. Subsequently, on March 31, 2003, SSH announced a proposal to acquire all of Mercator's outstanding shares for $2.17 per share in cash. In addition to terminating the pending proxy contest, SSH has agreed that it will not pursue its previously announced proposal to acquire Mercator.
"We are pleased to have reached this settlement with SSH and strongly believe that it is in the best interest of all of our stockholders, partners and employees," said Roy C. King, Mercator's Chairman of the Board, CEO and President. "With this matter behind us, customers should have no doubt that Mercator remains on a steady course to serve their enterprise integration needs, and we can focus exclusively on the execution of our strategic plan to deliver value to all of Mercator's stakeholders."
Rodney Bienvenu, Chairman and CEO of SSH said, "We believe this settlement makes sense for both SSH and Mercator and I look forward to advising Mercator's Board of Directors on ways to increase shareholder value."
Under the terms of the agreement, Mr. Bienvenu will be compensated at a rate of $1,500 for each occasion that he is asked to present advice and recommendations to the Board. Mercator has agreed to reimburse SSH $300,000 for expenses related to the proxy contest and SSH has agreed that it will not initiate another proxy contest or make an unsolicited offer for the Company until at least January 15, 2004.
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