Netmanage Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
03 June 2008 - 7:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.
)
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
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¨
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
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NETMANAGE, INC.
(Name of Registrant as Specified in Its
Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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ISS/RiskMetrics Recommends NetManage Shareholders Vote for
Proposed Merger with Micro Focus International plc
Cupertino, Calif., June 2, 2008,
— NetManage (NASDAQ: NETM), a software company that provides the fastest way to transform legacy applications into new Web-based business solutions, today announced that Institutional
Shareholder Services (ISS), a division of RiskMetrics Group, one of the nation’s leading proxy advisory firms, has recommended that NetManage stockholders vote “FOR” the merger agreement with Micro Focus International plc (LSE:MCRO)
(“Micro Focus”), at the special stockholders meeting on June 17th, 2008.
In its report, recommending for the merger with Micro Focus, ISS
concluded, “Based on our review of the terms of the transaction, the strategic and synergistic rationale and the valuation analysis conducted by Oppenheimer, we believe that the merger agreement warrants shareholder support.”
The Board of Directors of NetManage unanimously recommends that stockholders vote “FOR” the approval and adoption of the agreement and plan of merger, as
described in the proxy statement/prospectus.
“We feel confident that this is the right strategy for our shareholders, customers and employees,”
reiterated Zvi Alon, chairman, president and chief executive officer of NetManage.
The company encourages all stockholders to vote their shares promptly by phone, via Internet, or by mailing their proxy
card, and to contact Morrow & Co. LLC at 800-662-5200 or collect at 203-658-9400 if they have any questions or need any assistance in voting their shares.
Additional Information about the Proposed Merger and Where to Find It
NetManage has filed with the Securities and
Exchange Commission (SEC) a definitive proxy statement in connection with the proposed merger with a wholly-owned subsidiary of Micro Focus, which has been mailed to shareholders. NetManage urges shareholders to read the definitive proxy
statement because it contains important information about NetManage and the proposed transaction that shareholders should consider before making a decision about the merger. Shareholders can obtain the definitive proxy statement as well as
other filings containing information about NetManage, free of charge, at
www.sec.gov
.
NetManage’s directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders of NetManage in connection with the proposed merger. A description of certain of the interests of directors and executive officers of NetManage is set forth in the
definitive proxy statement.
About NetManage
NetManage,
Inc. (NASDAQ: NETM), is a software company that provides the fastest way to transform legacy applications into new Web-based business solutions. More than 10,000 customers worldwide, including the majority of the Fortune 500, have chosen NetManage
for mission critical application integration. For more information, visit
www.netmanage.com
.
# # #
©
2008 NetManage, Inc., its subsidiaries, and its
affiliates. All rights reserved.
NetManage, NetManage logo, the lizard-in-the-box logo, Chameleon and Chameleon design, Incremental SOA, OnWeb, Librados,
RUMBA, ONESTEP, ViewNow, SupportNow, Librados, and OnWeb are either trademarks or registered trademarks of NetManage, Inc. in the United States and/or other countries. All other trademarks are the property of their respective owners.
The Blueshirt Group
Investors Contacts:
Brinlea Johnson
brinlea@blueshirtgroup.com
212-551-1453
Alex Wellins
alex@blueshirtgroup.com
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