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Published on 2/22/2008 in the Prospect News Special Situations Daily.

ESS Technology to go private for $58 million

By Lisa Kerner

Charlotte, N.C., Feb. 22 - Imperium Partners Group, LLC will take ESS Technology Inc. private for $1.64 per share, or about $58 million, it was announced on Friday.

The per-share price is a 36.67% premium over ESS Technology's closing price on Feb. 21.

ESS Technology agreed to the merger following a review of strategic transactions, a company news release stated.

The transaction is anticipated to close in mid-2008, subject to shareholder approval.

Imperium Partners' merger agreement with ESS Technology contains certain termination rights for both companies, according to an 8-K filing with the Securities and Exchange Commission.

ESS may be obligated to pay Imperium a termination fee of $1,981,000 plus reimbursement of expenses up to $500,000.

ESS Technology designs and markets high-performance digital video processors for the consumer market. The company is based in Fremont, Calif.

Imperium Partners is a New York institutional asset management firm.

Acquirer:Imperium Partners Group, LLC
Target:ESS Technology Inc.
Announcement date:Feb. 22
Transaction total:$58 million
Price per share:$1.64
Break-up fee:$1,981,000 plus reimbursement of up to $500,000 of expenses
Expected closing:Mid-2008
Stock price of target:Nasdaq: ESST; $1.20 on Feb. 21

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