Nuvo Network Management Inc.

Nuvo Network Management Inc.

December 11, 2007 08:07 ET

Versata Enterprises to Acquire NUVO

NUVO Shareholders to receive $0.57 per share

OTTAWA, ONTARIO--(Marketwire - Dec. 11, 2007) - NUVO Network Management Inc. (TSX VENTURE:NVO), a leading managed services provider of solutions that MAXimize IT® availability and performance, today announced that it has entered into a definitive agreement pursuant to which a wholly-owned subsidiary of Versata Enterprises, Inc. will acquire all of NUVO's outstanding shares in an all-cash transaction valued at $0.57 per share, or approximately $17.65 million. The Versata transaction represents a premium of 103% to NUVO's closing share price on December 10, 2007.

The Board of Directors has unanimously approved the transaction and is unanimously recommending that shareholders vote in favour of the transaction. A number of NUVO's largest shareholders and each of its directors, CFO and CEO, who collectively hold 8,904,479 shares representing approximately 28.8% of NUVO's issued and outstanding common shares, have entered into a lock-up agreement with Versata pursuant to which they have agreed to vote their shares in favour of the transaction.

Versata Enterprises, Inc., a privately held company based in Austin, TX, has indicated that it intends to continue operating NUVO as a stand-alone corporation within its family of software and services businesses.

"By joining the Versata family, we believe that NUVO will benefit from the leverage offered by a larger parent similarly focused on IT solutions" said Phil Weaver, President and CEO of NUVO. "This acquisition is expected to enable a broader set of product and services offerings for our customers and to secure a continued focus on the substantial business benefits captured by customers who deploy NUVO's IT management services."

"We are delighted to welcome NUVO to Versata. We are a customer-focused company and this acquisition will benefit both Versata and NUVO customers. For NUVO customers, our global scale and enterprise software expertise will enable us to enhance and accelerate product roadmaps and provide more options and services. For Versata customers, NUVO's expertise in network management and hosting will extend our ability to reduce overall IT cost. We look forward to working with NUVO's employees and customers to ensure a strong, customer-driven future", said Randy Jacops, CEO of Versata Enterprises.

The transaction is to be carried out by way of a statutory plan of arrangement and will be subject to the approval of two-thirds of the votes cast by NUVO's shareholders at a meeting of shareholders, currently expected to be held in February, as well as Court approval. The transaction is also subject to certain other customary conditions, including the receipt of regulatory approvals. The proposed transaction is expected to close in February, shortly after receipt of shareholder and Court approvals.

NUVO expects to send an information circular relating to the transaction to shareholders later this month. A copy of the agreement providing for the transaction will be filed with the Canadian securities regulators. The information circular and the agreement providing for the transaction will be available at

Wellington West Capital Markets Inc. acted as financial adviser to NUVO in connection with the transaction.

About NUVO

NUVO provides remote management and protection of IT infrastructures for businesses worldwide to maximize the availability of their computing infrastructure. NUVO enables our customers to excel by delivering fully integrated, proactive management software, services and business data. This provides the critical information needed for effective analysis and decision-making to maximize performance and control costs.

About Versata Enterprises

With a global presence covering 45 countries, Versata Enterprises solves the most complex business problems for the world's largest organizations. Versata Enterprises comprises a number of leading enterprise solution providers, including Versata, Inc., Artemis International Solutions Corporation, Gensym Corporation and Nextance, Inc. Versata distinguishes itself in the software industry by focusing on customer priorities as driven by value delivered. Versata's market-leading Customer Success Program ensures customer involvement in product decisions and business priorities and provides a twice-yearly opportunity for customers to score Versata's performance against commitments. Versata also offers customers the opportunity to leverage Versata's global efficiency by offering a menu of services to help customers lower the cost of technology services across the enterprise. Further information is available at

Forward Looking Statements

This press release contains information that is forward looking information with respect to NUVO within the meaning of Section 138.4(9) of the Ontario Securities Act (forward looking statements) and other applicable securities laws. In some cases, forward-looking information can be identified by the use of terms such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or the negative of theses terms or other similar expressions concerning matters that are not historical facts. In particular, statements about the proposed acquisition of NUVO by Versata Enterprises, including the expected timetable for completing the transaction, the receipt of shareholder and regulatory approvals, benefits and synergies of the transaction, future opportunities for the combined company and products and any other statements regarding NUVO and Versata's future expectations, beliefs, goals or prospects are or involve forward-looking information.

Forward-looking information is based on certain factors and assumptions. While the company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Forward-looking information, by its nature necessarily involves risks and uncertainties, including the parties' ability to consummate the transaction, the conditions to the completion of the transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule. Additional risks and uncertainties affecting NUVO can be found in NUVO's Annual Report for the fiscal year ended September 30, 2006 and in its most recent quarterly report filed on SEDAR at, and as may be set out in NUVO's management proxy circular in respect of the proposed transaction to be made available, once filed, on SEDAR at If any of these risks or uncertainties were to materialize, or if the factors and assumptions underlying the forward-looking information were to prove incorrect, actual results could vary materially from those that are expressed or implied by the forward-looking information contained herein. NUVO assumes no obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

The TSX Venture Exchange has neither approved nor disapproved the content of this press release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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