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Peerless Systems Corporation Announces That Its Tender Offer Was Under Subscribed

EL SEGUNDO, Calif., Nov. 8, 2010 /PRNewswire/ -- Peerless Systems Corporation (Nasdaq: PRLS) announces that its tender offer, which expired at 5:00 p.m., New York City time, on November 4, 2010 was under subscribed.  The Company commenced the tender offer on October 5, 2010 to repurchase from its stockholders up to 13,846,153 shares of its common stock at a price of $3.25 per share.  The offer price represented a premium to the market price of the common stock, which closed at $2.84 per share on the Nasdaq Capital Market on the date prior to the announcement of the offer.

Only 13,217,689 of the approximately 16.6 million eligible shares were tendered in the offer, representing less than the 13,846,153 shares that Peerless offered to purchase.  Since the tender offer was under subscribed, no proration is required and all shares properly tendered and not withdrawn will be accepted for purchase.

"Despite the fact that stockholders were given the opportunity to sell their shares at a premium, the offer was under subscribed.  By continuing to hold their shares, we believe that stockholders expressed their confidence in management's ability to increase stockholder value," said Timothy E. Brog, Chairman and Chief Executive Officer of Peerless.

Of the total shares tendered, 43,219 shares were tendered pursuant to the guaranteed delivery procedure described in our Offer to Purchase.  Tenders made pursuant to the guaranteed delivery procedure will be accepted upon receipt of the related stock certificates or confirmation of book entry transfer, along with any other required documentation within three business days after the notice of guaranteed delivery was delivered to the depositary.  

Following the completion of the offer, directors and officers of Peerless will continue to retain approximately one million shares in the aggregate.  

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