IFS Americas, Inc. signed a definitive agreement to acquire Astea International Inc. (OTCPK:ATEA) from ANKA Limited Partnership, Zack Bergreen, Fredric Etskovitz and others for $44.3 million on October 7, 2019. Under the terms of the offer, each issued and outstanding share of the common stock of Astea International Inc. will be cancelled and converted into the right to receive an amount in cash equal to $12 per share. At the effective time, each option to purchase shares of common stock outstanding immediately prior to the effective time, regardless of whether then vested or unvested, will be cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of the total number of shares of common stock subject to such option, multiplied by the excess, if any, of the offer price over the applicable per-share exercise price of such option. Under the transaction, Zack Bergreen will sell 1.12 million shares, 0.83 million shares of the series A convertible preferred stock and 0.8 million of series B convertible preferred stock of Astea International Inc., 0.058 million shares will be sold by ANKA Limited Partnership, that he controls and Fredric Etskovitz will sell 0.014 million shares of Astea International Inc. Prior to the record date for Astea International Inc.’s stockholders meeting, Zack Bergreen will cause all of the convertible stock to be converted into shares of common stock of Astea International Inc. Upon completion, Astea International Inc. will operate as a wholly owned subsidiary of IFS Americas, Inc. The agreement provides for the payment by Astea International Inc. to IFS Americas, Inc. of a termination fee in the amount of $2.57 million in the case of a termination of the agreement under certain circumstances while IFS Americas, Inc. will be required to pay Astea International Inc. a termination fee of $2.94 million in the event the agreement is terminated. The transaction is subject to approval by the shareholders of Astea International Inc. The transaction has been unanimously approved by Astea International’s Board of Directors. The transaction has also been approved by the Boards of Director of IFS Americas, Inc. The Board of Astea International Inc. has also resolved to recommend the shareholders to approve the transaction. In connection with the execution of the agreement, IFS Americas, Inc. entered into a voting agreements with Zack Bergreen, Chairman and Chief Executive Officer of Astea International Inc., ANKA Limited Partnership and Fredric Etskovitz, Chief Financial Officer and Treasurer of Astea International Inc., wherein, each of Zack Bergreen, ANKA Limited Partnership and Fredric Etskovitz have agreed to vote the shares of Astea International Inc. held by them in favor of the approval of the agreement. A special committee of the Board of Astea International Inc. unanimously recommended that the Board of Astea International Inc. approve the agreement. A special meeting of stockholders of Astea International will be held to approve the transaction. As of November 14, 2019, Astea International announced to held a special meeting of shareholders on December 9, 2019 to approve the transaction. As of December 9, 2019, shareholders of Astea International approved the transaction. The transaction is expected to close in the fourth quarter of calendar year 2019. Stifel, Nicolaus & Company, Incorporated acted as financial advisor and fairness opinion provider for the special committee of Astea International Inc. Roger Johnson and Aneeq Durrani of Kirkland & Ellis International LLP acted as legal advisors for IFS Americas, Inc. John Pauciulo of Eckert Seamans Cherin & Mellott, LLC acted as legal advisor for Astea International Inc. Graham R. Laub of Dilworth Paxson LLP acted as legal advisor for Zack Bergreen and ANKA Limited Partnership. Foros acted as financial advisor to IFS Americas, Inc. IFS Americas, Inc. completed the acquisition of Astea International Inc. (OTCPK:ATEA) from ANKA Limited Partnership, Zack Bergreen, Fredric Etskovitz and others on December 10, 2019. As a result of the transaction, Astea International’s common stock will no longer be quoted on the OTCQB marketplace of the OTC Markets Group, Inc. All of the members of the Board of Directors of Astea International ceased to be directors of Astea International and Zach Bergreen and Fredric Etskovitz ceased to be officers of Astea International. Marne Martin, President of the IFS Service Management Business Unit, will assume leadership of Astea International. Zack Bergreen, founder and former Chief Executive Officer of Astea International, will take on the role of Senior Advisor to IFS Group Management and will be part of the IFS Service Management Advisory Board.