Exhibit 99.1
Unify and Halo Announce Acquisition Update;
On Track for September Close
SACRAMENTO, Calif.--(BUSINESS WIRE)--July 5, 2006--Unify Corp.
(OTCBB:UNFY) and HALO Technology Holdings, Inc. (OTCBB:HALO) today
announced amended terms to the merger agreement announced March 14,
2006. The amendments, which have been approved by the boards of
directors of both Unify and HALO, change the exchange ratio such that
each share of Unify's outstanding common stock immediately prior to
the completion of the merger will be converted into 0.595 shares of
HALO common stock, with an aggregate of approximately 17.5 million
shares of HALO common stock to be issued to Unify stockholders at
completion of the merger.
Additional amendments to the merger agreement eliminate a Unify
closing condition related to the common stock conversion of certain
outstanding HALO derivative securities; add a provision allowing HALO
to terminate the merger agreement and adjust the purchase price if
Unify's cash on hand at the effective time of the merger is less than
$2.1 million; and provide that Unify may terminate the merger
agreement if HALO does not raise at least $3.0 million in new equity
funding prior to the effective time of the merger.
The merger, subject to approval by Unify shareholders and certain
other closing conditions, is anticipated to close within the next 90
days.
The merger of Unify and HALO is expected to provide customers with
increased services, more technical resources and a more powerful set
of solutions for automating business processes and developing new
applications. Upon completion of the transaction, Unify will become a
wholly-owned subsidiary of HALO and join existing HALO subsidiaries,
Gupta and David Corp., to deliver complementary products and services
to a larger global customer base. The companies have begun developing
integration plans that build on the cultural similarities, product
synergies and best business practices from each organization.
About Unify Corporation
Unify provides business automation solutions including specialty
insurance risk management applications. Unify's solutions deliver a
broad set of capabilities for automating business processes,
integrating existing information systems and delivering collaborative
information. Through its industry expertise and market leading
technologies, Unify helps organizations drive business optimization,
apply governance and increase customer service. Unify is headquartered
in Sacramento, Calif., with offices in London and Paris, and a
worldwide network of global distributors. Contact Unify at
916-928-6400 or visit www.unify.com.
About HALO Technology Holdings
HALO Technology Holdings, Inc. is a global provider of a
diversified range of standards-based enterprise software applications
and on-demand solutions. HALO's strategy is to acquire and operate
enterprise software companies with a commitment to sustainable growth.
HALO portfolio companies focus on customer service, product quality
and profitability to build long term customer relationships and ensure
customer satisfaction today and into the future. Everyday, thousands
of corporations and institutions from across the globe rely on our
portfolio companies to deliver high quality, enterprise class software
and services. For more information, please see our website at
www.haloholdings.com.
Legal Notice Regarding Forward-Looking Statements
HALO Legal Notice: Shares of HALO Technology Holdings, Inc.
("HALO" or the "Company") are quoted on the Over-the-Counter Bulletin
Board operated by the National Association of Securities Dealers, Inc.
under the symbol "HALO". Certain statements in this press release may
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements include those relating to future opportunities, the outlook
of customers, the reception of new products and technologies, and the
success of new initiatives. In particular, statements contained in
this press release that concern future operating results or other
statements using words such as "anticipate," "believe," "could,"
"estimate," "intend," "may," "plan," "project," "should" "will," "set
our sights on," or "expect" constitute forward-looking statements and
are made under the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. In addition, such forward-looking
statements involve known and unknown risks, uncertainties, and other
factors which may cause the actual results, performance or
achievements of the Company to be materially different from any future
results expressed or implied by such forward-looking statements. Such
factors include: (i) demand for the Company's products; (ii) the
actions of current and potential new competitors; (iii) changes in
technology; (iv) the nature and amount of the Company's revenues and
expenses; (v) overall economic conditions and other risks detailed
from time to time in the Company's periodic earnings releases and
reports filed with the Securities and Exchange Commission (the
"Commission") and (vi) the risks and uncertainties associated with
acquisition and integration of several companies in a relatively sort
period of time, as well as the risks and uncertainties discussed in
the Company's Annual Report on Form 10-KSB filed with the Commission
on September 28, 2005, and the Company's Quarterly Reports on Form
10-QSB filed with the Commission on November 14, 2005, February 15,
2006, and May 15, 2006.
Unify Legal Notice: This press release contains "forward-looking
statements" as that term is defined in Section 21E of the Securities
Exchange Act of 1934 as amended. Forward looking statements are
denoted by words such as "anticipates", "expects", "intends", "plans",
"believes", "seeks", "estimates", and other variations of such words
and similar expressions are intended to identify such forward-looking
statements. These forward looking statements are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by the Company's forward looking
statements. Such risks and uncertainties include, but are not limited
to general economic conditions in the insurance industry, computer and
software industries, domestically and worldwide, the Company's ability
to keep up with technological innovations in relation to its
competitors, product defects or delays, developments in the Company's
relationships with its customers, distributors and suppliers, changes
in pricing policies of the Company or its competitors, the Company's
ability to attract and retain employees in key positions and the risks
and uncertainties associated with a merger of two companies. In
addition, Unify's forward looking statements should be considered in
the context of other risks and uncertainties discussed in the
Company's SEC filings available for viewing on its web site at
"Investor Relations," "SEC filings" or from the SEC at www.sec.gov.
Additional Information Relating to the Merger and Where to Find It
HALO and Unify will file a definitive prospectus/proxy statement
with the SEC in connection with the proposed transaction. Investors
are urged to read any such prospectus/proxy statement, when available,
which will contain important information. The prospectus/proxy
statement will be, and other documents filed by HALO and Unify with
the SEC are, available free of charge at the SEC's website
(www.sec.gov) or from HALO by directing a request to Investor
Relations at HALO Technology Holdings, 200 Railroad Ave., Greenwich,
CT 06830, 203-422-2950 or from Unify Corporation's Web site at
www.unify.com. Neither this communication nor the prospectus/proxy
statement, when available, will constitute an offer to issue HALO
common stock in any jurisdiction outside the United States where such
offer or issuance would be prohibited -- such an offer or issuance
will only be made in accordance with the applicable laws of such
jurisdiction.
HALO, Unify and their respective directors, executive officers,
and other employees may be deemed to be participating in the
solicitation of proxies from Unify stockholders in connection with the
approval of the proposed transaction. Information about HALO's
directors and executive officers is available in HALO's proxy
statement, dated October 7, 2005 for its 2005 annual meeting of
stockholders. Information about Unify's directors and executive
officers is available in Unify's proxy statement, dated August 12,
2005 for its 2005 annual meeting of stockholders. Additional
information about the interests of potential participants will be
included in the definitive prospectus/proxy statement HALO and Unify
will file with the SEC.
CONTACT: Unify
Deb Thornton, 916-928-6379
deb@unify.com
or
Halo Technology Holdings
Olessia Sibiriakova, 203-422-2950
(Media)
olessia@haloholdings.com
or
Lippert/Heilshorn & Associates (for HALO)
Chris Witty or Jody Burfening, 212-838-3777
(Investor Relations)
cwitty@lhai.com