TOLLAND, Conn., Aug. 18, 2011 /PRNewswire/ -- Gerber Scientific,
Inc. (NYSE: GRB) (the "Company" or "Gerber Scientific"), today
announced that at a special meeting of shareholders held earlier
today, shareholders voted to approve the previously announced
merger agreement (the "Merger Agreement") with Vector Knife
Holdings (Cayman), Ltd. and Knife Merger Sub, Inc., controlled
affiliates of Vector Capital ("Vector"). Shareholders also
voted to approve, on an advisory (non-binding) basis, the
compensation that may be paid or become payable to the Company's
named executive officers in connection with the merger pursuant to
the Merger Agreement (the "Merger"), and the agreements and
understandings pursuant to which such compensation may be paid or
become payable.
Under the terms of the Merger Agreement, Vector will acquire all
of the outstanding shares of common stock of the Company for
$11.00 per share in cash plus a
non-transferable contractual right to receive additional contingent
cash consideration payments if net recoveries are obtained in
connection with certain claims for infringement of a Company patent
covering "print to cut" technology. The transaction is expected to
close on or around August 22,
2011.
The Merger Agreement was approved by holders of 21,028,222
shares of the Company's outstanding common stock. At the meeting,
227,716 shares voted against the Merger Agreement.
The proposal to approve, on an advisory (non-binding) basis, the
compensation that may be paid or become payable to the Company's
named executive officers in connection with the merger pursuant to
the Merger, and the agreements and understandings pursuant to which
such compensation may be paid or become payable was approved by
holders of 16,041,758 shares of the Company's outstanding common
stock. At the meeting, 1,426,079 shares voted against this
proposal.
About Gerber Scientific, Inc.
Gerber Scientific, Inc. (http://www.gerberscientific.com) is a
leading international supplier of sophisticated automated
manufacturing systems for the sign making, specialty graphics,
packaging, apparel and industrial industries. Headquartered
in Tolland, Connecticut, the
Company operates through three primary businesses: Gerber
Scientific Products, Spandex and Gerber Technology.
About Vector Capital
With over $2 billion of capital,
Vector Capital is a leading global private equity firm specializing
in spinouts, buyouts and recapitalizations of established
technology businesses. Vector identifies and pursues these complex
investments in both the private and public markets. Vector actively
partners with management teams to devise and execute new financial
and business strategies that materially improve the competitive
standing of these businesses and enhance their value for employees,
customers and shareholders. Among Vector's notable
investments are Aladdin Knowledge Systems, Certara, Corel, LANDesk,
Precise Software, Printronix, RAE Systems, Register.com, SafeNet,
Savi Technology, Trafficmaster, WatchGuard Technologies, and
WinZip. For more information, visit www.vectorcapital.com.
Forward-looking Statements
Any statements in this news release not relating to historical
matters are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Words such as "anticipates,"
"will," "could," "should," "believes," "expects," "estimates,"
"intends," "plans," "projects," and similar expressions, may
identify such forward-looking statements. The forward-looking
statements contained in this news release involve risks and
uncertainties regarding the Company's expected financial condition,
results of operations and cash flows. For information identifying
other important economic, political, regulatory, legal,
technological, competitive and other uncertainties, readers are
referred to the Company's filings with the SEC, including but not
limited to, the information included in the Company's Annual Report
on Form 10-K for the fiscal year ended April
30, 2011, which outlines certain important risks regarding
the Company's forward-looking statements, as well as information
included in subsequently filed Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. These risks include, but are not
limited to, delays in the Company's new product development and
commercialization, intense competition in markets for each of the
Company's operating segments, rapid technological advances,
availability and cost of raw materials, adverse economic and credit
market conditions, volatility in foreign currency exchange rates,
fluctuations in interest rates and the parties' ability to
consummate the proposed acquisition of the Company by Vector.
Actual future results or events may differ materially from these
forward-looking statements. The forward-looking statements
contained in this release are made as of the date of this release
and the Company expressly disclaims any obligation to update any of
these forward-looking statements, except as required by law.
SOURCE Gerber Scientific, Inc.