Quovadx Files Definitive Proxy Statement on Proposed Merger with Quartzite Holdings
18 June 2007 - 11:15PM
Business Wire
Quovadx, Inc. (NASDAQ: QVDX), a global software and vertical
solutions company, today announced that it has filed with the
Securities and Exchange Commission, and will soon mail to all
Quovadx stockholders, its definitive proxy materials urging
stockholders to vote "for" the previously announced merger of
Quovadx, Inc. and a wholly owned subsidiary of Battery Ventures.
Following stockholder approval of the merger agreement, Quovadx
shareholders of record as of May 29, 2007 will be entitled to
receive $3.20 per share in cash for each share of Quovadx common
stock owned, a 25 percent premium when compared to Quovadx�s stock
price of $2.55 on March 30, 2007 (the last trading day before the
proposed merger was announced). A special meeting of Quovadx
stockholders to vote on the proposed merger agreement has been
scheduled for July 18, 2007 at 9:00 a.m., local time, at Harlequin
Plaza, North Building First Floor Conference Room, 7600 East
Orchard Road, Greenwood Village, Colorado 80111. The Quovadx Board
of Directors has unanimously approved the agreement and plan of
merger and is recommending that Quovadx stockholders vote �for� the
approval and adoption of the merger agreement. Quovadx stockholders
of record as of May 29, 2007 will be entitled to vote at the
special meeting. Stockholders entitled to vote at the special
meeting may also vote by mail, telephone or via the Internet by
following instructions included in the proxy statement and printed
on the proxy card which accompanies the proxy statement. Quovadx
stockholders are reminded that the failure to vote or abstaining
from voting has the same effect as a vote against the merger
agreement. If the merger is approved, upon closing of the
transaction, Quovadx, Inc. will be wholly owned by Battery
Ventures; Quovadx stockholders will receive cash consideration for
their shares of Quovadx stock; Quovadx will no longer be a public
company and Quovadx common stock will no longer be quoted on The
NASDAQ Global Market stock exchange. For the merger to occur,
holders of a majority of the outstanding shares of Quovadx common
stock entitled to vote must approve and adopt the merger agreement.
Additional Information about the Merger and Where to Find It This
communication is being made in respect of the proposed merger
transaction involving Quovadx, Inc. and Battery Ventures. In
connection with the transaction, Quovadx, Inc. has filed a
definitive proxy statement with the SEC. Quovadx stockholders are
urged to read the proxy statement carefully and in its entirety
because it contains important information about the proposed
transaction. The definitive proxy statement will be mailed to
Quovadx stockholders on or about June 18, 2007. In addition, the
proxy statement and other documents will be available free of
charge from the SEC Internet Web site, http://www.sec.gov. The
proxy statement and other pertinent documents also may be obtained
for free at Quovadx�s Web site, www.investors.quovadx.com or by
contacting Rebecca Winning via email at
rebecca.winning@quovadx.com, or by phone at 720-554-1346. Quovadx
directors, officers, other members of management and employees may
be deemed to be participants in the solicitation of proxies in
respect to the proposed transactions. Information regarding
Quovadx�s directors and executive officers is detailed in its
annual reports on Forms 10-K, and 10-K/A previously filed with the
SEC, and the definitive proxy statement on Form 14A filed with the
SEC earlier today. About Quovadx, Inc. Quovadx (NASDAQ: QVDX)
offers software and services for software system development,
extension, and integration to enterprise customers worldwide.
Quovadx has two divisions, including the Integration Solutions
division (ISD), which offers private and public healthcare and
healthcare IT organizations software infrastructure to facilitate
system interoperability and leverage existing technology, and, the
Rogue Wave Software division, which provides reusable software
components and services for enterprise-class application
development and high-performance SOA. For more information, please
visit www.quovadx.com. QUOVADX, and QUOVADX logo are registered
trademarks or service marks of Quovadx, Inc. in the U.S. and/or
select foreign countries. The absence of a trademark from this list
does not constitute a waiver of Quovadx, Inc.�s intellectual
property rights concerning that trademark. All other company and
product names mentioned may be trademarks of the companies with
which they are associated Cautionary Statement Certain
forward-looking statements are included in this release, including
statements relating to a proposed transaction between Quovadx, Inc.
and Battery Ventures. These statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. These forward-looking statements reflect Quovadx
management�s current expectations regarding the proposed
transaction, and speak only as of the date of this release.
Investors are cautioned that all forward-looking statements in this
release involve risks and uncertainties that could cause actual
results to differ materially from those referred to in the
forward-looking statements. Such risks and uncertainties include,
among other things: i) that Quovadx stockholders will not support
or approve the transaction in a timely manner, if at all; ii) that
the closing of the transaction with Battery Ventures could be
materially delayed or more costly and difficult than expected;
and/or iii) that the transaction will not be consummated. A full
discussion of known risks and uncertainties is included in the
Company�s Annual Report on Form 10-K, Form 10-K/A and Quarterly
Reports on Form 10-Q as filed with the SEC, copies of which are
available without charge from the Company. These filings are also
available electronically through a link from the Quovadx Investor
Relations Web page or from the SEC Web site at www.sec.gov under
�Quovadx, Inc.� If any of the events described in those filings
were to occur, either alone or in combination, it is likely that
the Company�s ability to reach the results described in the
forward-looking statements could be impaired and the Company�s
stock price could be adversely affected. Quovadx does not undertake
any obligation to update or correct any forward-looking statements
included in this release to reflect events or circumstances
occurring after the date of this release.
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