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Exhibit 99.1
Contact:
James R. Offerdahl
Chief Operating Officer and CFO
800.287.4383
[email protected]
PERVASIVE SOFTWARE INC. ANNOUNCES ADOPTION OF
SHAREHOLDER RIGHTS PLAN
October 23, 2000 - Pervasive Software Inc. (Nasdaq:PVSW) today announced
that its Board of Directors has approved the adoption of a shareholder rights
plan whereby one Preferred Share Purchase Right (a "Right") will be distributed
for each outstanding share of its Common Stock. The Rights are designed to
assure that all shareholders of the Company receive fair and equal treatment in
the event of any proposed takeover and to guard against partial tender offers,
open market accumulations and other tactics designed to gain control of the
Company without paying all shareholders a fair price. The Rights are not being
distributed in response to any specific effort to acquire the Company.
The Rights become exercisable if a person or group (the "Acquiring Person")
hereafter acquires 15% or more of the Common Stock of the Company or announces a
tender offer for 15% or more of the Common Stock. Such events, or if the Company
is acquired in a merger or other business combination transaction after a person
acquires 15% or more of the Company's Common Stock, would entitle the Right
holder to purchase, at an exercise price of $18.00, a number of shares of Common
Stock having a market value at that time of twice the Right's exercise price.
Rights held by the Acquiring Person would become void. The Board of Directors
can choose to redeem the Rights at one cent per Right at any time before an
Acquiring Person hereafter acquires 15% or more of the outstanding Common Stock.
The Rights will be distributed on November 6, 2000 to shareholders of
record on October 6, 2000. The Rights will expire in ten years. The Rights
distribution is not taxable to shareholders.
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"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995
This release may contain forward-looking statements, which are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are generally preceded by words such as "may,"
"plans," "expects," "believes," "anticipates" or "intends." All forward-looking
statements included in this document are based upon information available to
Pervasive as of the date hereof, and Pervasive assumes no obligation to update
any such forward-looking statements. Investors are cautioned that actual results
could differ materially from among other things the factors and risks discussed
in Pervasive's reports filed from time to time with the Securities and Exchange
Commission including, without limitation, the risk that we will be unable to
attract, motivate, and retain skilled sales, marketing, engineering, and other
personnel, the risk that the packaged client/server applications market will not
continue to grow at historical rates, and the risk that our current revenues are
substantially dependent upon continued market acceptance of and revenues from
our database products.
Pervasive, Pervasive Software, Pervasive.SQL, Tango and Btrieve are
trademarks or registered trademarks of Pervasive Software Inc. All other company
and product names may be trademarks or registered trademarks of their respective
companies.
