SOURCE: LECG Corporation

LECG Corporation

December 22, 2009 18:15 ET

LECG Corporation Announces Stockholder Approval of SMART Merger

EMERYVILLE, CA--(Marketwire - December 22, 2009) - LECG (NASDAQ: XPRT), a global expert services firm, today announced that its stockholders have approved the merger with SMART Business Advisory & Consulting, LLC, a privately held provider of business advisory services, and the related proposal for LECG to receive a $25 million cash investment from SMART's majority shareholder, Great Hill Partners, as described in the proxy statement for LECG's annual meeting. The election of directors and all the other proposals in the proxy statement were also approved by the stockholders.

Upon the closing of the merger, LECG will issue approximately 10.9 million shares of common stock to acquire all of SMART's outstanding shares, and LECG will issue approximately 6.3 million shares of a newly created Series A Convertible Redeemable Preferred Stock at a purchase price of $3.96 per share, for total proceeds of $25 million in cash. Each share of preferred stock is convertible into one share of LECG common stock. The conversion rate is subject to adjustment upon the occurrence of certain events.

The closing of the transactions is dependent upon the company obtaining necessary bank financing and satisfaction of other customary closing conditions to be fulfilled by the parties. Michael Jeffery will continue as CEO until the transaction formally closes. LECG Corporation and SMART Business Advisory & Consulting, LLC currently expect to complete the merger and the related financings by the end of January.

About LECG

LECG, a global expert services and consulting firm, with approximately 700 experts and professionals in 31 offices around the world, provides independent expert testimony, financial advisory services, original authoritative studies, and strategic advisory services to clients including Fortune Global 500 corporations, major law firms, and local, state, and federal governments and agencies worldwide. LECG's highly credentialed experts and professional staff conduct economic and financial analyses to provide objective opinions and advice regarding complex disputes and inform legislative, judicial, regulatory, and business decision makers. LECG's experts are renowned academics, former senior government officials, experienced industry leaders, and seasoned consultants.

About SMART

SMART Business Advisory and Consulting (www.SMARTgrp.com) is a premier, full-service independent provider of financial advisory and business consulting services, serving clients throughout the US and globally. SMART offers innovative solutions to public and private companies in the areas of financial advisory and business consulting, technology, business process improvement, accounting, compensation and benefits, actuarial, and tax. *Through an alternative practice structure, SMART and Associates, LLP offers a full range of attest services.

About Great Hill Partners

Great Hill Partners, LLC is a private equity firm that manages over $2.5 billion in capital and focuses on investing in growth companies operating in the business and consumer services, media, transaction processing and software industries. Great Hill Equity Partners III, L.P. and its affiliates target equity investments of $50 million to $150 million. For more information, please visit the Great Hill Partners web site at www.greathillpartners.com.

Forward-Looking Statements

Statements concerning the pending merger and equity financing transactions and future business, operating and financial condition of the company, including expectations regarding the timing or completion of the transactions, and statements using the terms "believes," "expects," "will," "could," "plans," "anticipates," "estimates," "predicts," "intends," "potential," "continue," "should," "may," or the negative of these terms or similar expressions are "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon management's current expectations. These statements are subject to risks and uncertainties that may cause actual results to differ materially from those expectations. Risks that may affect actual performance include the ongoing economic downturn and adverse economic conditions, the availability and terms of bank credit facilities, dependence on key personnel, the cost and contribution of acquisitions, risks inherent in international operations, management of professional staff, dependence on growth of the company's service offerings, the company's ability to integrate new experts and practice areas successfully, intense competition, and potential professional liability, the company's ability to integrate the operations of SMART, the failure to achieve the costs savings and other synergies LECG expects to result for the transactions, the outcome of any legal proceedings instituted against the company, SMART and others in connection with the transactions, the failure of the transactions to close for any reason, the amount of the costs, fees, expenses and charges relating to the transactions, business uncertainty and contractual restrictions prior to the closing of the transactions, the effect of war, terrorism or catastrophic events, stock price, foreign currency exchange and interest rate volatility. Various factors could cause the closing of the transaction to be delayed from the company's current expectations, such as difficulties in arranging the necessary bank financing, or conditions in the credit markets. Further information on these and other potential risk factors that could affect the company's financial results is included in the company's filings with the Securities and Exchange Commission. The company undertakes no obligation to update any of its forward-looking statements after the date of this press release.

Contact Information

  • Investor Contacts

    Steven R. Fife
    Chief Financial Officer
    510-985-6700

    Annie Leschin
    Investor Relations
    415-775-1788