The Wilton, Connecticut-based integration software vendor has announced that Strategic Software Holdings (SSH) has terminated its proxy contest against Mercator’s board of directors as well as its $76m attempt to acquire the company.
As part of the agreement, Rodney Bienvenu, chairman and CEO of SSH, which represents shareholders owning 4.6% of the company, will be appointed as a special adviser to Mercator’s board of directors on strategic matters.
Bienvenu will be paid $1,500 each time he is asked to present advice and recommendations to Mercator’s board, while Mercator has also agreed to pay SSH $300,000 to reimburse expenses related to its planned proxy battle. SSH has also agreed not to initiate another proxy battle or make an unsolicited offer for Mercator shares until at least January 15, 2004.
The battle for control of Mercator began on March 14 when SSH filed a preliminary proxy statement with the Securities and Exchange Commission stating that it was nominating a slate of seven directors to replace Mercator’s current board at the company’s annual meeting in May.
The group followed that up in April by offering $2.17 in cash for each common share of Mercator, citing ongoing concern about the value being delivered to Mercator shareholders. That offer was rejected by Mercator’s board as unsolicited, hostile, unfinanced and highly conditional.
Despite disagreements between the two parties about the future of the company, both Mercator and SSH appear to be happy with the current agreement. We believe this settlement makes sense for both SSH and Mercator and look I forward to advising Mercator’s board of directors on ways to increase shareholder value, said Bienvenu.
Roy King, CEO, president and chairman of the board of Mercator said: We are pleased to have reached this settlement with SSH and strongly believe that it is in the best interests of all of our stockholders, partners and employees.
Source: Computerwire
