GoRemote Announces Termination of Hart-Scott-Rodino Waiting Period
18 January 2006 - 8:36AM
Business Wire
GoRemote Internet Communications, Inc. (Nasdaq:GRIC) today
announced that it has received early termination of the waiting
period for U.S. antitrust review under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 in connection with the pending
acquisition by iPass Inc. (Nasdaq:IPAS) of all of the outstanding
shares of GoRemote. As previously announced on December 12, 2005,
iPass will pay $1.71 per share in cash for each outstanding share
of GoRemote common stock and $3.37 per share in cash for each
outstanding share of GoRemote Series A Preferred Stock, and assume
outstanding GoRemote options, for an aggregate purchase price of
approximately $76.5 million. About GoRemote GoRemote Internet
Communications, Inc. is a leading provider of secure managed
broadband network services, enabling customers to achieve
best-of-breed network security and to increase critical business
application performance, while reducing capital and operating
expenses associated with their network. GoRemote provides a
comprehensive portfolio of secure managed broadband network
solutions for branch office and retail environments,
teleworkers/home offices and mobile workforces. The GoRemote Global
Network(TM), after adding the T-Mobile Hotspots, will include more
than 60,000 wired and wireless access points in more than 150
countries. More information about GoRemote is available at
www.GoRemote.com or by calling +1 408 955 1920. GoRemote, GoRemote
Internet Communications, GoRemote Mobile Office, GoRemote
Teleworker, GoRemote Branch Office, GoRemote Global Network,
GoRemote Revolution, GoRemote Total Security Protection, GoRemote
Universal Remote Control and "For the everywhere enterprise" are
trademarks of GoRemote Internet Communications, Inc. All other
trademarks mentioned in this document are the property of their
respective owners. Forward Looking Statements This press release
contains forward-looking statements that are subject to safe
harbors created under the U.S. federal securities laws. These
statements include, among others, statements regarding the pending
acquisition of GoRemote. Statements regarding future events are
based on the parties' current expectations and are necessarily
subject to associated risks, uncertainties and other factors
related to, among other things, obtaining stockholder and
regulatory approval of the acquisition, the potential impact on the
business of GoRemote due to uncertainty about the acquisition, the
retention of employees of GoRemote and the ability of iPass to
successfully integrate GoRemote's market opportunities, technology,
personnel and operations and to achieve planned synergies. If any
of these risks or uncertainties materializes or any of these
assumptions proves incorrect, actual results may differ materially
and adversely from those expressed in any forward-looking
statements. For information regarding other related risks, see the
"Risk Factors" section of GoRemote's most recent Form 10-K filed
with the SEC on January 17, 2006. GoRemote undertakes no obligation
to revise or update any forward-looking statements for any reason.
Additional Information About the Merger and Where to Find It On
January 13, 2006, GoRemote filed with the SEC a definitive proxy
statement and other relevant materials in connection with the
transaction. The definitive proxy statement will be mailed to the
stockholders of GoRemote. Investors and security holders of
GoRemote are urged to read the proxy statement and the other
relevant materials because they contain important information about
GoRemote, the transaction and related risks. The proxy statement
and other relevant materials, and any other documents filed by
GoRemote with the SEC, may be obtained free of charge at the SEC's
web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of GoRemote's SEC filings by
contacting GoRemote Investor Relations, c/o GoRemote Internet
Communications, Inc., at (408) 955-1920 or investor@GoRemote.com.
GoRemote and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of GoRemote in connection with the merger described
herein. Information regarding the special interests of these
directors and executive officers in the merger transaction
described herein is included in the proxy statement of GoRemote
described above.
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