TEL-AVIV, Israel, April 29, 2013 /PRNewswire/ --
Radcom Ltd. (NASDAQ: RDCM) ("Radcom") today
announced that it has signed a definitive agreement with investors
regarding a private placement transaction (PIPE), subject to
certain customary conditions.
According to the terms of the definitive agreement, Radcom will
issue ordinary shares to the investors at an aggregate purchase
price of approximately $3.5 million,
with a price per share based on the average closing price of
Radcom's ordinary shares on the NASDAQ Capital Market during the 30
trading days prior to the execution date of the definitive
agreement, less a discount of 12%. The investors will also be
granted warrants to purchase one ordinary share for every three
ordinary shares that they purchase in the transaction. The exercise
price of the warrants will be equal to the purchase price per share
to be paid in the transaction plus 25%, and they will be
exercisable for a period of three years from the date of issuance.
In addition, Radcom has agreed to register with the U.S. Securities
and Exchange Commission the resale of the shares and the shares
underlying the warrants.
One of the investors in the PIPE is Mr. Zohar Zisapel, the
Company's Chairman, who may be deemed a controlling shareholder of
the Company, and who will invest through entities controlled by
him. Subject to the approval of Radcom's shareholders, Mr. Zisapel
will invest approximately $1.1
million. Pursuant to the requirements of Israeli law for
transactions with controlling shareholders, and the Nasdaq Listing
Rules for issuances above 20%, in order to approve Mr. Zisapel's
participation in the transaction, Radcom plans to call a special
meeting of shareholders to be held at the offices of Radcom at 24
Raoul Wallenberg Street, Tel Aviv,
Israel. Pursuant to Israeli law, the approval of the
participation of Mr. Zisapel in the transaction requires a special
majority of Radcom's shareholders (the affirmative vote of the
holders of a majority of the voting power of Radcom present, in
person or by proxy, and voting on the matter, provided that either
(i) at least a majority of the shares of shareholders who do not
have a personal interest in the resolution are voted in favor of
the matter or (ii) the total number of shares of shareholders who
do not have a personal interest in the resolution voted against the
matter does not exceed two percent of Radcom's outstanding ordinary
shares), at the meeting.
Commenting on the news, Mr. Gilad
Yehudai, Chief Financial Officer of Radcom, said, "We are
pleased to receive this additional vote of confidence from both new
and current investors, a testament to our progress that is in line
with a turnaround plan aimed at delivering strong top-line and
bottom-line growth in 2013. The investment will enable us to take
full advantage of favorable market condtions while maintaining our
level of expenses, and to create shareholder value as we take the
company to the next level."
About Radcom
RADCOM provides innovative service assurance solutions for
communications service providers and equipment vendors. RADCOM
specializes in solutions for next-generation networks, both
wireless and wireline. RADCOM's comprehensive, carrier-strength
solutions are used to prevent service provider revenue leakage and
to enable management of customer care. RADCOM's products facilitate
fault management, network service performance analysis,
troubleshooting and pre-mediation with an OSS/BSS. RADCOM's shares
are listed on the NASDAQ Capital Market under the symbol RDCM. For
more information, please visit http://www.RADCOM.com
Risks Regarding Forward-Looking
Statements
Certain statements made herein that use words such as
"estimate," "project," "intend," "expect," "'believe", "may",
"might", "predict", "potential", "anticipate", "plan" or similar
expressions are intended to identify forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements involve known and unknown
risks and uncertainties that could cause the actual results,
performance or achievements of the Company to be materially
different from those that may be expressed or implied by such
statements, including, among others, changes in general economic
and business conditions and specifically, decline in the demand for
the Company's products, inability to timely develop and introduce
new technologies, products and applications, and loss of market
share and pressure on prices resulting from competition. For
additional information regarding these and other risks and
uncertainties associated with the Company's business, reference is
made to the Company's reports filed from time to time with the
United States Securities and Exchange Commission. The Company does
not undertake to revise or update any forward-looking statements
for any reason.
Contact:
Gilad Yehudai
CFO
(972)77-774-5060
GiladY@radcom.com
SOURCE Radcom Ltd