BELLEVUE, Wash. Oct. 21 /PRNewswire-FirstCall/ -- Captaris, Inc. (Nasdaq: CAPA), a leading provider of software products that automate document-centric processes, announced today that it has reached an agreement with the plaintiff to settle the lawsuit captioned Harvey v. Anastasi, et al., No. 08-2-31902-4 SEA (the 'Lawsuit'), filed in King County Superior Court in Washington (the 'Court'). The settlement, which requires the Court's approval, provides that the Lawsuit will be dismissed with prejudice against all defendants. Without agreeing that any of the claims in the Lawsuit have any merit, Captaris has agreed, pursuant to the settlement, to make the following supplemental disclosures concerning the previously-announced merger of Captaris with Open Text Inc. In addition, the settlement provides that Captaris will pay plaintiff's attorneys fees as awarded by the Court.
Why did the Board conclude that Vector's April 6, 2007 indication of interest did not adequately reflect the long term prospects of Captaris?
On April 6, 2007, Vector Capital Corporation (Vector), based on a review of publicly available information, presented an unsolicited preliminary initial indication that a transaction with Captaris in the range of $7.00 to $7.50 per share might be possible, subject to further diligence and Captaris providing confidential information to Vector. As the Proxy Statement reflects, our Board did not believe that Vector's initial indication of interest adequately reflected the long-term prospects of Captaris. Our Board's conclusion, reached at the May 14, 2007 board meeting after receiving updated forecasts and input from its financial and legal advisors, was based on its belief at that time that the execution of Captaris's strategy to offer mid-market customers an integrated document management solution should result in a higher value for Captaris than the range contained in Vector's initial indication of interest. Our Board also took into consideration the fact that Captaris shares had traded at $9.00 per share in February 2007 and had traded above $7.00 per share from mid-November 2006 through mid-February 2007.
Why did the Captaris Board conclude at its January 18, 2008 meeting that it was not in Captaris's best interests to continue discussions with Vector following Vector's January 16, 2008 indication of interest of $5.25 per share?
After consultation with its financial and legal advisors, our Board concluded at its January 18, 2008 meeting that executing on Captaris's strategic plan should result in a higher value for Captaris than Vector's January 16, 2008 indication of interest.
