Proginet Remains Neutral With Respect to Partial Tender Offer



    GARDEN CITY, N.Y., August 6 /CNW/ - Proginet Corporation (OTCBB: PRGF),
developer of enterprise security software, today announced that it has filed a
Schedule 14D-9 Solicitation/Recommendation Statement with the Securities and
Exchange Commission in response to an unsolicited partial tender offer from
Red Oak Capital Partners, LLC ("Red Oak"). Red Oak's offer, made on July 23,
2007, provides for the cash purchase of up to 1,500,000 shares of the
Company's common stock, at a price of $1.65 per share.

    Proginet's Board of Directors has determined that it will remain neutral
and expresses no opinion with respect to the tender offer, and that it will
not make any recommendation to the Company's stockholders as to whether they
should tender their shares in response to the tender offer. To the Company's
knowledge, none of the Company's executive officers or directors will tender
shares of the Company's common stock in the tender offer.

    The Schedule 14D-9 Solicitation/Recommendation Statement, which Proginet
has filed today with the Securities and Exchange Commission, states that the
Board of Directors has determined that a stockholder's decision on whether or
not to tender its shares, and if so, how many shares to tender, is a personal
investment decision based upon each individual stockholder's particular
circumstances. The Schedule 14D-9 Solicitation/Recommendation Statement
explains in additional detail the factors considered by the Board of Directors
in reaching its position. Among those factors were that the tender offer will
not result in a change of control of the Company, that the tender offer
represented a premium of approximately 12%, 17% and 23% over the average
closing prices of the Company's shares for the 30, 60 and 90 day periods
before the announcement by Red Oak of its intent to make the tender offer,
that each stockholder could make an independent judgment whether to maintain
its interest in the Company, and that the factors affecting such decision
varied widely depending on the stockholder's individual circumstances, the
uncertainty as to the price of the Company's common stock in the future, that
shares tendered will not benefit from any future increase in value of the
common stock, that the successful completion of the tender offer would make
Red Oak a large stockholder of the Company and could enhance its influence on
the Company, that shares tendered would not be subject to the risk of future
uncertainties with respect to the Company, and other factors described in the
Company's Schedule 14D-9 Solicitation/Recommendation Statement.

    The Board of Directors urges each stockholder to make its own decision
regarding the tender offer based on all of the available information,
including, but not limited to: the adequacy of the offer price in light of the
stockholder's own investment objectives; the stockholder's views as to the
Company's prospects and outlook; the factors considered by the Board of
Directors as described in the Schedule 14D-9 Solicitation/Recommendation
Statement; and any other factors that the stockholder deems relevant to its
investment decision. The Board of Directors urges each stockholder to consult
with its financial and tax advisors, and to read the Schedule 14D-9
Solicitation/Recommendation Statement and Red Oak's Offer to Purchase and
other offer materials in full, prior to making any decision regarding the
tender offer.

    The Company's Schedule 14D-9 Solicitation/Recommendation Statement
describes existing employment and compensation arrangements with respect to
the Company's management and directors. It also describes sales of securities
by officers and directors in the past 60 days.

    The provisions of Section 203 of the Delaware General Corporation Law,
which relates to restrictions on certain "business combinations" with
stockholders who acquire more than 15% of the Company's common stock, do not
apply to the Company and therefore are not applicable to Red Oak. Further,
there are no appraisal rights available to stockholders in connection with the
tender offer.

    Notice to Investors

    This communication is neither an offer to purchase nor a solicitation of
an offer to sell any securities. A solicitation and offer to buy shares of the
Company's common stock is being made pursuant to an offer to purchase and
related materials that Red Oak has filed with the Securities and Exchange
Commission. Red Oak has filed a tender offer statement on Schedule TO with the
Securities and Exchange Commission and the Company has filed today a Schedule
14D-9 Solicitation/Recommendation Statement with respect to the tender offer.
Red Oak's Schedule TO and the Company's Solicitation/Recommendation Statement
on 2 Schedule 14D-9 contain important information that should be read
carefully and considered before any decision is made with respect to the
tender offer. All of these materials (and all other materials filed by the
Company with the Securities and Exchange Commission) are available at no
charge from the Securities and Exchange Commission through its Web site at
www.sec.gov. Red Oak has stated that free copies of its offer to purchase,
related letter of transmittal, and certain other offering documents will be
made available free of charge by Red Oak. The Company has mailed to its
stockholders copies of the Company's Schedule 14D-9
Solicitation/Recommendation Statement and other related materials filed with
the Securities and Exchange Commission. Investors and security holders may
also obtain free copies of the Company's Schedule 14D-9
Solicitation/Recommendation Statement and other related documents filed with
the Securities and Exchange Commission by the Company by contacting Debra
DiMaria, the Company's Chief Financial Officer, at Proginet Corporation, 200
Garden City Plaza, Suite 220, Garden City, NY 11530.

    To receive press releases and other corporate communications directly
from Proginet, please e-mail investor@proginet.com or call (516) 535-3600.

    About Proginet Corporation

    Proginet Corporation is a developer of enterprise security software.
Throughout its 20-year history, the company has earned a solid reputation for
its multi-platform expertise and dedication to customer service. Its products,
including CyberFusion(R), CyberFusion Integration Suite (CFI)(TM),
SecurForce(TM), SecurPass(R), and SecurAccess(TM), support all major computing
platforms, from PCs to mainframes. Proginet's global customer base spans more
than 23 countries and includes many Fortune 500 companies. The company is
headquartered in Garden City, N.Y., with offices in Toronto, Canada, and is
publicly traded under the symbol (OTCBB: PRGF). For more information, visit
www.proginet.com.

    Disclaimer

    This press release may contain forward-looking information within the
meaning of Section 29A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, and is subject to the safe harbors under
those sections. In some cases, you can identify forward-looking statements by
terminology such as "expect," "believe," "may," "will," "plans" and
"anticipate," or the negative of such terms or comparable terminology.
Forward-looking statements appearing herein include statements concerning
operating and profitability plans and goals and are based on current
expectations. Forward-looking statements involve a degree of risk and
uncertainty, including but not limited to those risks identified in Proginet's
Filings with the Securities and Exchange Commission.




For further information:

For further information: Proginet Corporation Debra A. DiMaria,
516-535-3681 Chief Financial Officer ddimaria@proginet.com

Organization Profile

PROGINET CORPORATION

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890