Megasoft to Acquire Boston Communication Group, Inc

Megasoft Ltd has announced that the Company and Boston Communications Group Inc. (bcgi), (Nasdaq: BCGI) on July 11, 2007, has announced a definitive agreement for the Company to acquire Boston Communications Group, Inc., for $3.60 per share of bcgi common stock, in cash, for an expected aggregate purchase price of approximately $65 million. The $3.60 per share price represents a premium of approximately 120 percent over bcgi's average closing share price during the 30 days ended July 06, 2007.

Under the terms of the merger agreement, a subsidiary of the Company will commence a tender offer to acquire all of the outstanding shares of bcgi common stock for $3.60 per share in cash. The offer is expected to commence on or before August 01, 2007, and will expire at midnight on the 20th business day following and including the commencement date, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission ("SEC").

The Board of Directors of the Company and bcgi have unanimously approved the definitive agreement. The Board of Directors of bcgi recommends that shareholders tender their shares into the tender offer. Members of bcgi's Board have agreed to tender their shares into the offer.

"This transaction creates significant value for Megasoft shareholders and expands our market and technology leadership in what is one of the most exciting areas of our industry's transformation: convergent telecom," said GV Kumar, CEO and managing director of the Company "Megasoft and bcgi link technology with services, thereby creating an exceptional platform to add next-generation, high-value products and strategically position the company for future growth."

The tender offer will be conditioned upon, among other things, approximately 83 percent of bcgi's shares being tendered in the offer based on the number of current shares and is expected to be completed during the third quarter of 2007, subject to customary regulatory approvals and other conditions. The transaction is not subject to a financing contingency. There can be no assurance that the transaction will be approved or consummated.

Source : Equity Bulls

Keywords