SBE and Neonode Sign Amendment to Previously Announced Merger Agreement
May 29 2007 - 10:57AM
Business Wire
SBE, Inc. (NASDAQ:SBEI), a provider of high-performance IP storage
solutions serving remote back-up and disaster recovery
applications, today announced that it has signed an amendment to
its previously announced merger agreement with Neonode Inc. The
amendment extends the date on which the parties may terminate the
merger agreement if closing has not occurred, from May 31, 2007 to
September 30, 2007, and specifies that upon closing of the merger,
each outstanding share of Neonode common stock will be converted
into the right to receive 3.5319 shares of SBE common stock,
subject to adjustment for stock splits, combinations,
reclassifications, reorganizations or similar corporate
transactions. SBE will also loan Neonode $1,000,000 for working
capital purposes. The loan is evidenced by a senior secured note,
ranking pari passu with the $13.8 million in Neonode senior secured
notes already outstanding, and is due and payable on September 30,
2007. More details regarding the amendment and loan may be obtained
from the Form 8-K filed today. About SBE SBE designs and provides
IP-based storage networking solutions for an extensive range of
business critical applications, including back-up and disaster
recovery. SBE delivers a portfolio of scalable, standards-based
hardware and software products designed to enable optimal
performance and rapid deployment across a wide range of
next-generation storage systems. Based in San Ramon, California,
SBE is a publicly traded company (NASDAQ:SBEI) with products sold
worldwide through direct sales, OEMs and system integration
partners. More information is available at www.sbei.com. SBE and
the SBE logo are registered trademarks of SBE, Inc. Forward-Looking
Statements This news release contains certain forward-looking
statements that involve risks and uncertainties, including
statements about consummation of the proposed merger transaction.
Such statements are only predictions and the company's actual
results may differ materially from those anticipated in these
forward-looking statements. Factors that may cause such differences
include, but are not limited to, the ability of SBE and Neonode to
comply with the closing conditions necessary in order to consummate
the transactions. These factors and others are more fully discussed
in the documents the company files from time to time with the
Securities and Exchange Commission, particularly, the company's
most recent Form 10-K and Form 10-Q. Additional Information and
Where to Find It In connection with the proposed merger and
required stockholder approval, SBE intends to file with the
Securities and Exchange Commission, or SEC, a proxy statement on
Schedule 14A that will be mailed to the stockholders of SBE.
INVESTORS AND SECURITY HOLDERS OF SBE ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. The definitive proxy statement will be mailed to
the stockholders as of a record date to be established for voting
on the proposed merger. Investors and security holders will be able
to obtain free copies of the proxy statement, as well as other
filed materials containing information about SBE, at www.sec.gov,
the SEC's website. Investors may also access the proxy statement
and the other materials at www.sbei.com, or obtain copies of such
material by request to SBE's Corporate Secretary at: SBE, Inc.,
4000 Executive Parkway, Suite 200, San Ramon, CA 94583. SBE and its
officers and directors may be deemed to have participated in the
solicitation of proxies from SBE's stockholders in favor of the
approval of the merger. Information concerning SBE's directors and
executive officers is set forth in the publicly-filed documents of
SBE. Stockholders may obtain more detailed information regarding
the direct and indirect interests of SBE and its directors and
executive officers in the merger by reading the preliminary and
definitive proxy statements regarding the merger, which will be
filed with the SEC.
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