Exhibit 99.1
I-many Signs Definitive Agreement for Private Sale of $17 Million of Convertible Notes
EDISON, N.J., December 31, 2007— I-many, Inc. (NASDAQ:IMNY) has entered into a definitive agreement with institutional investors, including existing stockholders and affiliated entities, for the private placement of $17 million of convertible notes. The convertible notes will bear interest at 6.5% per annum, payable quarterly in arrears, and will mature on December 31, 2012. The notes will be convertible into shares of I-many’s common stock at a conversion price of $3.8192 per share (subject to adjustment), which represents a 17.5% premium to the average of the volume weighted average prices of I-many’s common stock for the five trading days ending on and including Friday, December 28, 2007. The investors may elect to convert all or part of the notes into common stock at any time, and the investors may require redemption, with notice, on December 31, 2010 or at any time upon a change of control of I-many or certain events of default. I-many may elect to redeem the all or part of the notes on or after December 31, 2010 and may require conversion of all or part of the notes into common stock after December 31, 2009 if the market value of I-many’s common stock reaches specified target levels.
Net proceeds to the company from the sale of the notes will be approximately $15.9 million, which will be used for general corporate purposes. The private placement is expected to close on December 31, 2007.
The securities offered and to be sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or an applicable exemption from those registration requirements. The company has agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering resale of the shares of common stock issuable upon conversion of the notes issued in the private placement.
This notice is issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale, would be unlawful prior to the registration or qualification under the securities laws of any such state.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, which include statements with respect to the expected closing date and planned use of net proceeds from the company’s private placement, are subject to numerous risks and uncertainties that may cause actual events or results to differ materially from those set forth in the statements. No forward-looking statements can be guaranteed, and actual results may vary from those expressed or implied herein. Factors that could affect these results include: the satisfaction of closing conditions of the company’s private placement; the risk of unforeseen technical or practical impediments to planned software development, which could affect the company’s product release timetable; the inherent risks of large software implementation projects, which can cause customer disagreements that could affect I-many’s ability to collect both services and license revenue, whether recognized or deferred; the possibility that customers could cancel maintenance and support services at the time of annual renewal, which could decrease I-many’s base of recurring revenue; the possibility that economic conditions will not improve as anticipated or will deteriorate; the possibility that extraordinary events outside the company’s control could extend the length of the sales cycle for the company’s products or make the market for the company’s products more unpredictable; and the risk that the company will not be successful in opening new markets for its products. These risk factors are further described in the section titled “Risk Factors” in the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, as filed by the company with the SEC. As a result of such risks,
uncertainties and factors, the company’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. I-many is providing the information in this news release as of this date and does not undertake any obligation to update any forward-looking statements contained in this news release as a result of new information, future events or otherwise.
CONTACT: I-many, Inc.
Kevin Harris, CFO
732-452-1515
kharris@Imany.com
or
Investor Relations:
Liolios Group, Inc.
Ron Both, 949-574-3860
ron@liolios.com
or
Geoffrey Plank, 949-574-3860
geoffrey@liolios.com
SOURCE: I-many, Inc.