Gerber Scientific Inc. Shareholders Approve Acquisition By Vector Capital
TOLLAND, Conn. — Aug. 18, 2011 — 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.
Posted on August 23, 2011
Source: Gerber Scientific Inc./PRNewswire
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.
Posted on August 23, 2011
Source: Gerber Scientific Inc./PRNewswire
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