TC Lending, a Subsidiary of TPG Specialty Lending, an Affiliate of TPG, Provides Committed Financing to Support Actian Corporation’s Fully Funded All-Cash Offer to Acquire Pervasive Software (NASDAQ: PVSW) for $8.50 per Share
Redwood City, CA – October 3, 2012 — Actian Corporation ("Actian") announced today that it has obtained committed financing from TC Lending, LLC, a subsidiary of TPG Specialty Lending, Inc., which is an Affiliate of TPG (“TSL”), in support of its previously-announced all-cash offer to acquire all of the common stock of Pervasive Software, Inc. (NASDAQ: PVSW) ("Pervasive") for $8.50 per share.
Actian’s Chief Executive Officer, Steve Shine, commented: “We are pleased to have TSL as our financing partner, and believe their commitment demonstrates both the strength of our current business and the compelling advantages that will be created by our combination with Pervasive.”
Actian reaffirmed its desire to proceed immediately with exclusive discussions to complete a mutually agreed transaction quickly. “We sought to get this committed financing to show that we are ready to proceed immediately” Shine said “We believe our offer is a full and fair value, and Pervasive’s stockholders, employees and customers would be best served by promptly concluding an agreement to combine our companies.”
Actian’s proposal represents a premium of 30% over Pervasive’s closing price of $6.55 on August 10, 2012, the last trading day before Actian announced its offer and a premium of 41% over the average closing price of Pervasive’s shares over the two years preceding Actian’s announcement.
Actian’s proposal and TSL’s financing commitment are subject to satisfaction of customary closing conditions, including confirmatory due diligence, execution of definitive agreements and the receipt of all necessary stockholder and regulatory approvals.
About Actian: Take Action on Big Data
Actian Corporation enables organizations to transform big data into business value with data management solutions to transact, analyze, and take automated action across their business operations.
Actian helps 10,000 customers worldwide take action on their big data with Action Apps, Vectorwise, the analytical database, and Ingres, an independent mission-critical OLTP database. Actian is headquartered in California with offices in New York, London, Paris, Frankfurt, Amsterdam and Melbourne. Stay connected with Actian Corporation on Facebook, Twitter and LinkedIn.
Actian, Cloud Action Platform, Action Apps, Ingres and Vectorwise are trademarks of Actian Corporation. All other trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.rporation" target="_blank" title="Actian on LinkedIn">LinkedIn.
For more information on Actian, visit the company’s website: www.actian.com.
About TPG Specialty Lending, Inc.
TSL is a specialty finance company focused on providing unique solutions to the middle market including senior secured, mezzanine and uni-tranche financings across a diverse set of industries. TSL’s flexibility, sector expertise and ability to invest across the capital structure allows it to be a value-add financing source to middle market companies, management teams and sponsors. TSL is externally managed by TSL Advisers, LLC, an affiliate of TPG, a leading global private investment firm with $51.5 billion of capital under management www.tpg.com.
This communication may contain certain forward−looking statements and information that reflect the current views and/or expectations of Actian and its management with respect to its business and future events. Forward looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like “believe,” “anticipate,” “expect,” “will likely result,” or any other words or phrases of similar meaning. Such statements are subject to a number of risks, uncertainties and assumptions. These risks and uncertainties relate to, among other things, (i) Actian’s ability to successfully pursue and complete the proposed transaction on the terms proposed; and (ii) the ability to obtain Pervasive stockholder, antitrust, and other approvals for the proposed transaction on the terms proposed and in a timely manner. Forward−looking statements, like all statements in this press release, speak only as of the date of this press release (unless another date is indicated). We do not undertake any obligation to publicly update any forward−looking statements, whether as a result of new information, future events, or otherwise.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote, proxy or approval. No tender offer for the shares of Pervasive has been made at this time. This press release relates to a potential business combination transaction with Pervasive proposed by Actian. This material is not a substitute for any tender offer statement, proxy statement or any other document in the event that Actian files such a document with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any such documents will be available free of charge through the website maintained by the SEC at www.sec.gov or by directing a request to the persons listed below.
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