Phoenix Technologies Ltd. (Nasdaq: PTEC), the global leader in core systems software (CSS),announced it has entered into a definitive merger agreement with affiliates of Marlin Equity Partners ("Marlin") under which Marlin will acquire all outstanding shares of Phoenix Technologies Ltd. ("Phoenix") common stock for $3.85 per share in cash (the "Marlin Agreement"), or approximately $139 million in total consideration. The Marlin Agreement was unanimously approved by the Board of Directors of Phoenix. The purchase price represents a premium of approximately 27% 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 for $3.85 per share in cash, and a premium of approximately 25% over Phoenix's average closing share price for the 30 trading days ending on August 17, 2010.
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