October 25, 2010 (FinancialWire) (http://www.financialwire.net/) — Phoenix Technologies Ltd. (NASDAQ: PTEC), a core systems software firm, said that it has executed an amendment to a definitive merger agreement previously entered into by the company with affiliates of Marlin Equity Partners on August 17.

Under the terms of the amended merger agreement, which Marlin proposed to Phoenix following the receipt by Phoenix of a definitive acquisition proposal from the Gores Group on October 20, 2010, Marlin matched Gores' offered price and will acquire all outstanding shares of Phoenix common stock for $4.05 per share in cash, or around $146 million in total consideration.

The consideration under the original merger agreement was $3.85 per share in cash, or approximately $139 million in total consideration.  

According to Phoenix, the new purchase price represents a premium of around 34% over Phoenix's closing share price of $3.02 on August 17, 2010, the last trading day prior to the public announcement of Marlin's proposal to acquire Phoenix, and a premium of around 32% over Phoenix's average closing share price for the 30 trading days ending on August 17.

The transaction is subject to customary closing conditions, including the approval of Phoenix's stockholders. The stockholder meeting to approve the merger that is currently scheduled to be held on October 25, will be delayed for around 10 days from that date.

Phoenix said that there continues to be no financing condition to the transaction.  

California-based Marlin Equity Partners is a private investment firm.

California-based Phoenix Technologies offers core systems software products, services and embedded technologies. The company's flagship products are Phoenix SecureCore Tiano and Embedded BIOS.

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