Critical Path, Inc. Announces Consummation of Merger and Related Transactions

Tuesday, 29 April 2008 09:00

| Print |

SAN FRANCISCO--(BUSINESS WIRE)--April 29, 2008--Critical Path, Inc. (OTC:CPTH) ("Critical Path"), a leading provider of messaging software and services, today announced the consummation of the merger pursuant to the Agreement and Plan of Merger, dated as of December 5, 2007, and amended as of February 19, 2008 (the "Merger Agreement"), by and among CP Holdco, LLC ("Parent"), CP Merger Co. ("Merger Sub"), a wholly owned subsidiary of Parent, and Critical Path, pursuant to which Merger Sub merged with and into Critical Path with Critical Path continuing as the surviving corporation (the "Merger"). Critical Path also amended and restated its Amended and Restated Articles of Incorporation in the form of the Second Amended and Restated Articles of Incorporation.

At the effective time of the Merger, each share of Critical Path's common stock, par value $.001 per share (the "Common Stock"), issued and outstanding immediately prior to the effective time of the Merger (other than any shares owned by Parent or shareholders who are entitled to and who properly exercise dissenters' rights under California law) was cancelled and converted into the right to receive $.102 in cash, without interest and less any required withholding taxes (the "Cash Merger Consideration"), plus a contingent right (the "Contingent Litigation Recovery Right") to receive a pro rata amount of any net recovery received by Critical Path with respect to an action pending in the United States District Court for the Western District of Washington captioned Vanessa Simmonds v. Bank of America Corporation and J. P. Morgan Chase & Co., without interest and less any required withholding taxes, for each share of Common Stock.

Pursuant to the terms of Critical Path's Second Amended and Restated Articles of Incorporation and a Note Exchange Agreement, dated as of December 5, 2007, by and among Critical Path and the holders of all of its outstanding 13.9% promissory notes due June 30, 2008 (the "13.9% Notes"), Critical Path effected a recapitalization consisting of a 70,000-to-1 reverse stock split of its Series E Redeemable Convertible Preferred Stock, par value $.001 per share (the "Series E Preferred Stock"), the conversion of all of its outstanding Series D Cumulative Redeemable Convertible Preferred Stock, par value $.001 per share, and Series E Preferred Stock outstanding following the reverse stock split into shares of Common Stock, and the exchange of all of the outstanding 13.9% Notes for Common Stock. Fractional shares of Series E Preferred Stock resulting from the reverse stock split will be cashed out, on an as if converted to Common Stock basis, at a per share price equal to $.102 in cash plus the Contingent Litigation Recovery Right, without interest and less any required withholding taxes (the "Series E Distribution Amount").

Computershare Trust Company, N.A. and Computershare, Inc. have been appointed as paying agent and will mail a letter of transmittal and instructions to all shareholders of record of Common Stock and Series E Preferred Stock. The letter of transmittal and instructions will contain information on how to surrender Common Stock in exchange for the Cash Merger Consideration and the Contingent Litigation Recovery Right and how to surrender fractional shares of Series E Preferred Stock resulting from the reverse stock split for the Series E Distribution Amount. Shareholders of record should not surrender their shares until they receive the letter of transmittal.

Critical Path filed with the Securities and Exchange Commission today an application on Form 15 to deregister the Common Stock and suspend its ongoing reporting obligations. The Common Stock ceased trading on any stock exchange or quotation system, including the OTC Bulletin Board, as of the close of business on April 29, 2008.

About Critical Path

Critical Path's Memova(R) solutions provide a new and improved email experience for millions of consumers worldwide, helping mobile operators, broadband and fixed-line service providers unlock the potential of email in the mass market. Memova(R) Mobile gives consumers instant, on-the-go access to the messages that matter most. Featuring industry-leading anti-spam and anti-virus technology, Memova(R) Anti-Abuse is designed to protect consumers against viruses and spam. Memova(R) Messaging provides consumers with a rich email experience, enabling service providers to develop customized offerings for high-speed subscribers. Critical Path has offices around the globe and its solutions are deployed by service providers throughout the world. More information is available at www.criticalpath.net.

Cautionary Note Regarding Forward-Looking Statements:

This press release contains forward-looking statements by Critical Path. The words and expressions "look forward to," "will," "expect," "plan," "believe," "seek," "strive for," "anticipate," "hope," "estimate" and similar expressions are intended to identify Critical Path's forward-looking statements. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, our evolving business strategy and the emerging and changing nature of the market for our products and services, our ability to deliver on our sales objectives, the ability of our technology and our competitors' technologies to address customer demands, changes in economic and market conditions, and software and service design defects. These and other risks and uncertainties are described in more detail in Critical Path's filings with the SEC (www.sec.gov) made from time to time, including Critical Path's Form 10-K for the year ended December 31, 2007 and all subsequent filings with the SEC. Critical Path makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.

Note to Editors: Critical Path and the Critical Path logo, Memova and the Memova logo and Messages that Matter are the trademarks of Critical Path, Inc., some of which are registered in various jurisdictions. All other trademarks are the property of their respective holders.

 
 
     CONTACT: For Reporters and Editors:
              Critical Path, Inc.
              Nikki Gore, +1 647-428-5822
              
  This e-mail address is being protected from spambots. You need JavaScript enabled to view it
 
              www.criticalpath.net
              or
              For Investors:
              Critical Path, Inc.
              Investor Relations, +1 415-251-2500
              
  This e-mail address is being protected from spambots. You need JavaScript enabled to view it
 
              www.criticalpath.net
 
 
     SOURCE: Critical Path, Inc.