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September 10, 2012
14:45 EDTNEINetwork Engines settles merger litigation
On September 10, Network Engines signed a memorandum of understanding to settle the previously disclosed class action lawsuit captioned In re Network Engines, Inc. Shareholder Litigation, C.A. No. 7650-CS pending in the Delaware Court of Chancery and the lawsuit in the Suffolk County Superior Court in the Commonwealth of Massachusetts entitled Shiva v. Network Engines, Inc. et al., No. C.A. No. 12-2392-BLS and the newly-filed action in the United States District Court for the District of Massachusetts entitled Strum v. Network Engines, Inc. et al., No. 12-cv-11533-RGS. The Merger Litigation relates to the Agreement and Plan of Merger, dated as of June 18, by and among UNICOM Systems, Inc., UNICOM Sub Two, Inc. and NEI. NEI agreed to the settlement solely to avoid the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing. NEI denies all liability with respect to the facts and claims alleged in the Merger Litigation and specifically denies that any breach of fiduciary duty occurred, or that any further disclosure is required to supplement the Proxy Statement under any applicable rule, statute, regulation or law. The settlement provides, among other things, that the parties will seek to enter into a stipulation of settlement which provides for the conditional certification of the Merger Litigation as a non opt-out class action pursuant to Court of Chancery Rule 23 on behalf of a class consisting of all record and beneficial owners of NEI common stock during the period beginning on June 19, 2012, through the date of the consummation of the proposed merger, including any and all of their respective successors in interest, predecessors, representatives, and the release of all asserted claims. The asserted claims will not be released until such stipulation of settlement is approved by the court. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve such settlement even if the parties were to enter into such stipulation. The settlement will not affect the merger consideration to be received by NEI stockholders or the timing of the special meeting of NEI stockholders scheduled for September 18.
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