UNICOM Systems to acquire Network Engines through shareholder – approved merger

Stockholders to receive $1.45 per share in cash; transaction valued at $61.8 million

MISSION HILLS, CA, June 18, 2012 – UNICOM® Systems, Inc., a division of the UNICOM group of companies, a global leader in innovative software and solutions for the enterprise computing community, including data management, data-warehousing, outsourcing, integration, communications and commerce, today announced it has entered into a definitive agreement to  acquire Network Engines, Inc. (Nasdaq: NEI) through a new UNICOM subsidiary.  NEI is a leading provider of server-based application platforms, deployment solutions and lifecycle support services for software technology developers and OEMs worldwide for $1.45 per common share in cash.  The transaction is valued at approximately $61.8 million.  This price represents a premium of approximately 85.9% to NEI’s closing price of $0.78 on June 15, 2012.

The transaction is subject to customary closing conditions and the approval of NEI shareholders.  The Boards of Directors of both NEI and UNICOM have unanimously approved the transaction and the NEI Board of Directors has recommended that NEI shareholders vote in favor of the transaction.  The transaction is currently expected to close within NEI’s fiscal 2012 fourth quarter ending September 30, 2012.  Shareholders of NEI holding shares representing approximately 14.6% of the shares outstanding have entered into agreements with UNICOM under which they have agreed to vote their shares in favor of the proposed merger. Upon the consummation of the merger NEI will become a private company, wholly owned by UNICOM.

Corry Hong, UNICOM’s founder and Chief Executive Officer stated, “Over the past 30 years, UNICOM has built a global reputation for excellence in serving information technology buyers in government and Fortune 500 enterprises.  The acquisition of NEI represents the next step in expanding UNICOM’s ability to deliver world-class IT products and services to enterprise customers.”

Under the terms of the definitive merger agreement, NEI is permitted to solicit alternative acquisition proposals from third parties through July 18, 2012 and intends to consider any such proposals.  There can be no assurances that the solicitation of such proposals will result in an alternative acquisition transaction.  It is not anticipated that any developments will be disclosed with regard to this process unless the Company’s Board of Directors makes an affirmative decision to proceed with an alternative acquisition proposal. 

In addition, NEI may, at any time, subject to the terms of the definitive merger agreement, respond to unsolicited alternative acquisition proposals.  The definitive merger agreement also contains certain break-up fees payable to each party in connection with the termination of the definitive merger agreement under certain circumstances.

Greg Shortell, President and Chief Executive Officer of NEI, commented, “This offer represents an attractive opportunity to deliver premium value and liquidity to NEI’s shareholders.  I am excited about the potential for future growth with a strategic partner of UNICOM’s stature and global reach.  This is an excellent opportunity to realize short- and long-term benefits for our customers, employees and technology partners,” said Shortell.