Sphere 3D Corp., Overland Storage Enter Into Definitive Merger Agreement

(RTTNews) - Sphere 3D Corp. (ANY.V) and Overland Storage, Inc. (OVRL) announced that both companies' Boards of Directors have unanimously approved a definitive merger agreement under which the companies would combine to create a leading global virtualization and data management software solutions company. The name of the combined company will be Sphere 3D.

Both companies noted that under the terms of the merger agreement, each outstanding share of Overland common stock will be exchanged for 0.510594 common shares of Sphere 3D, subject to certain potential adjustments as set forth in the agreement.

After completion of the Transaction, it is expected that current holders of Overland Shares will own about 28.8% of Sphere 3D on a fully diluted basis as a result of their exchange of shares in the merger.

Based on the closing sales price of Sphere 3D common shares on May 14, 2014, the last trading day prior to the announcement of the transaction, the total consideration payable to holders of Overland equity in the transaction has an implied value of about US$81.13 million or approximately US$4.43 per Overland Share.

Separately, Overland Storage reported third-quarter net loss of $6.6 million, wider than $5.1 million in the comparable quarter last year. Loss per share for the latest third quarter narrowed to $0.44 from $0.87 per share last year.

Net revenue was $20.24 million, compared to $11.64 million in the year-ago period.