Peerless Systems Corp. entered into a definitive stock purchase agreement to acquire 80.75% stake in Deer Valley Corporation from Vicis Capital Master Fund of Vicis Capital, LLC and others for $3.7 million.

Peerless Systems Corp. (NasdaqCM:PRLS) entered into a definitive stock purchase agreement to acquire 80.75% stake in Deer Valley Corporation (OTCPK:DVLY) from Vicis Capital Master Fund of Vicis Capital, LLC for $3.7 million on September 3, 2014. Peerless Systems will acquire 12.31 million shares from Vicis for a price of $3.68 million and 0.126 million shares for a price of $0.081 million.

The deal is subject to customary closing conditions including, among other things, the receipt of certain consents related to the change of control of Deer Valley, execution of employment agreements, resignation of Directors of Deer Valley, approvals from the Governmental Authorities and is expected to close prior to September 30, 2014. Hoyt R. Stastney of Quarles & Brady LLP acted as legal advisor and Houlihan Lokey, Inc. acted as financial advisor for Vicis, Eric Kogan of Robinson & Cole LLP acted as legal advisor for Peerless. Brent Jones, Jr. of Bush Ross, P.A. acted as legal advisor for Deer Valley.