It seems that TotalView Technologies, maker of the eponymous debugger and several other tools to help with development of large scale parallel applications, may have gotten married over the past several days.
It turns out that TotalView trades over the counter on the Norwegian stock exchange under the ticker symbol TVTI (click here and scroll down to the “t’s”). A vigilant international man of mystery sent me a link to a press release posted at the exchange that indicates TotalView is being acquired by Rogue Wave Software. The release is in Norwegian, but Google translates it as follows:
Rogue Wave Software, Inc. signs agreement to acquire Total View Technologies, Inc. (TVTI)
Total View Technologies, Inc. (TVTI) announces that the company on 14 December 2009 has entered into an agreement regarding the Rogue Wave Software, Inc’s acquisition of TVTI. The owners of the majority of the outstanding shares of TVTI approved in writing, shortly after the conclusion of the agreement, the transaction.
If sales are consumed each shareholder will be entitled to receive U.S. $ 1.42 per share, less approximately U.S. $ 0.10 per share in closing costs associated with the sale. In addition, this transaction subject to certain common escrows and adjustments are explained in an information document (Information Statement) which is sent to all registered shareholders in TVTI per 15 December 2009. Copy this information document (the Information Statement) are available upon request to Adam Schauer on adam.schauer @ totalviewtech.com. Information Document (Information Statement) gives details of the acquisition (referred to as a “merger (merger)” in the document), including common questions and answers, summaries of financial information and reasons why the Board of TVTI approved the transaction and recommended it to shareholders . The consideration per share in the transaction represents a premium of approximately U.S. $ 1.33 over the last registered trade in the shares on 16 December 2009 (based on current exchange rate).
The acquisition is structured as a merger of a subsidiary of Rogue Wave with TVTI and is expected to be carried out on 4 January 2010 or earlier. If the transaction is completed, all shareholders, shortly after the transaction is completed, receive instruction on how to receive their merger consideration in exchange for their shares. Registration date (record date) to shareholders will be entitled to merger consideration will be 31 December 2009. For those shareholders who have TVTI shares registered in the VPS, the registration date (record date) in the VPS to be 30 December 2009 (in other words, shareholders who appears as such in the VPS by the end of December 30, 2009 will be entitled to the merger consideration). Registration of transactions in TVTI shares in VPS will be blocked by the end of 23 December 2009.
TVTI will ask for deregistration from the OTC-list as of the date of closing of the transaction if it is implemented.
With 5,983,502 shares outstanding, the acquisition values TotalView at $8,496,572.84 US. I’ve contacted the company for more information and I’ll pass it along when/if I hear back.
[UPDATE] I was able to get in touch with the President and CEO of TotalView Technologies. He did confirm the sale, but is holding off on providing further details until after closing. When we know more, we’ll let you know.