Perion Calls Shareholder Meeting to Approve Transaction with Conduit and ClientConnect and Other Matters
October 04 2013 - 7:00AM
Business Wire
Perion Network Ltd. (NASDAQ: PERI) (the "Company") today
announced that it has scheduled an Extraordinary General Meeting of
Shareholders to take place on Monday, November 18, 2013, at 4:00
p.m. (Israel time), and thereafter as may be adjourned from time to
time, at the offices of the Company, located at 4 HaNechoshet
Street, Tel Aviv 69710, Israel. Only shareholders of record at the
close of business on October 9, 2013 will be entitled to vote at
the Meeting.
On September 16, 2013, the Company entered into a Share Purchase
Agreement (the "Share Purchase Agreement"), by and among the
Company, Conduit Ltd., an Israeli company ("Conduit"), and
ClientConnect Ltd., a newly formed Israeli company to be owned by
the shareholders of Conduit in proportion to their ownership of
Conduit ("ClientConnect"). Conduit plans to spin-off to
ClientConnect the entire activities and operations, and related
assets and liabilities, of Conduit's "ClientConnect" business,
which includes its monetization and distribution platform for
publishers and developers. The Share Purchase Agreement provides
for, among other things, the purchase by the Company of all the
issued and outstanding shares of ClientConnect (following the
spin-off) in exchange for newly issued ordinary shares of the
Company (the "Share Purchase"), as a result of which ClientConnect
will become a wholly owned subsidiary of the Company. Following the
closing of the Share Purchase, the Company will be owned 81% by the
ClientConnect shareholders and option holders and 19% by existing
Company shareholders and option holders, on a fully diluted
basis.
The agenda of the Meeting is as follows:
- To approve the Share Purchase
Agreement, the Share Purchase and all other transactions
contemplated by the Share Purchase Agreement, including the
following related matters, each of which is contingent upon the
other:
- the amendment of each of the Company's
Articles of Association and Memorandum of Association to increase
the Company's authorized share capital to NIS 1,200,000 divided
into 120,000,000 ordinary shares of the Company; and
- the election of each of Mr. Dror Erez,
a co-founder, Chief Technology Officer and member of the Board of
Directors of Conduit, and Mr. Roy Gen, the Chief Financial Officer
of Conduit, to the Company's Board of Directors.
- To approve a new form of D&O
indemnification agreement, which is a condition to closing under
the Share Purchase Agreement;
- To approve the purchase of D&O
liability insurance, which is a condition to closing under the
Share Purchase Agreement;
- To approve compensation for the
Company's chief executive officer;
- To approve a compensation policy for
the Company's directors and officers, as required by Israeli law;
and
- To approve the Company's amended Equity
Incentive Plan for U.S. tax purposes.
Required Votes
The approval of each of Proposal 1 and Proposal 6 requires the
affirmative vote of the holders of a majority of the Company's
shares present (in person or by proxy) at the Meeting and voting on
such matter (not including abstentions). The approval of each of
Proposals 2 to 5 requires the affirmative vote of the holders of a
majority of the Company's shares present (in person or by proxy)
and voting on such matter (not including abstentions), provided,
however, that either (i) at least a majority of the shares of
non-controlling shareholders and shareholders who do not have a
personal interest in the resolution are voted in favor of the
resolution, or (ii) the total number of shares of non-controlling
shareholders and of shareholders who do not have a personal
interest in the resolution that voted against the resolution does
not exceed two percent of the outstanding voting power in the
Company.
Quorum Requirements
The presence of at least two shareholders, holding at least
one-third of our issued share capital, represented in person or by
proxy at the meeting, will constitute a quorum. If within one half
of an hour from the time appointed for the meeting a quorum is not
present, the meeting will stand adjourned for one week at the same
hour and place, or to such day and such time and place as the
chairperson may determine with the consent of a majority of the
voting power represented at the meeting in person or by proxy and
voting on the question of adjournment. If a quorum is not present
at the adjourned date of the meeting within one half of an hour of
the time fixed for the commencement thereof, then the meeting shall
take place regardless of the number of shareholders present and in
such event the required quorum shall consist of any number of
shareholders present in person or by proxy.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE
SHAREHOLDERS VOTE "FOR" THE APPROVAL OF ALL THE PROPOSALS ON THE
AGENDA FOR THE MEETING.
Additional Important Information and Where to Find It
In connection with the meeting, Perion will prepare a proxy
statement to be mailed to its shareholders of record during the
week of October 13, 2013. The Company will also furnish the proxy
statement to the Securities and Exchange Commission on Form 6-K.
INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE SHARE PURCHASE, INCLUDING
INFORMATION ABOUT THE CLIENTCONNECT BUSINESS, AND THE OTHER
PROPOSALS ON THE AGENDA. The proxy statement and other documents
may be obtained for free by directing such request to Perion
Investor Relations, telephone: +972-3-7696100 or on the Company's
Web site at www.perion.com.
About Perion Network Ltd.
Perion Network, Ltd. (NASDAQ: PERI) is a global consumer
internet company that develops applications to make the online
experience of its users simple, safe and enjoyable. Perion’s three
main consumer brands are: Incredimail, Smilebox and SweetIM.
Incredimail is a unified messaging application enabling
consumers to manage multiple email accounts and Facebook messages
in one place with an easy-to-use interface and extensive
personalization features, and is available in over 100 countries in
8 languages; Smilebox is a leading photo sharing and social
expression product and service that quickly turn life's moments
into digital keepsakes for sharing and connecting with friends and
family, in a fun and personal way. SweetIM is an instant
messaging application that enables consumers to personalize their
everyday communications with free, fun and easy to use content.
Perion products have had over 300 million downloads to date with
more than 50 million monthly unique visitors across all of its
brands. Perion also offers and develops a range of products for
mobile phones and tablets to answer its users increasing mobile
demands. For more information on Perion please visit
http://www.perion.com.
Forward Looking Statements
This press release contains historical information and
forward-looking statements within the meaning of The Private
Securities Litigation Reform Act of 1995 with respect to the
business, financial condition and results of operations of Perion.
The words “will”, “believe,” “expect,” “intend,” “plan,” “should”
and similar expressions are intended to identify forward-looking
statements. Such statements reflect the current views, assumptions
and expectations of Perion with respect to future events and are
subject to risks and uncertainties. Many factors could cause the
actual results, performance or achievements of Perion to be
materially different from any future results, performance or
achievements that may be expressed or implied by such
forward-looking statements, or financial information, including,
among others, the failure of any closing conditions to the Share
Purchase to be satisfied and the failure of the proposed
transaction to be consummated for any other reason, the failure to
realize the anticipated benefits of the proposed transaction; risks
entailed in integrating the ClientConnect business with Perion’s
other businesses, including employee retention and customer
acceptance; the risk that the transaction will divert management
and other resources from the ongoing operations of the two
businesses or otherwise disrupt the conduct of those businesses,
potential litigation associated with the transaction, and general
risks associated with the business of Perion and with the
ClientConnect business, including changes in the markets in which
the businesses operate and in general economic and business
conditions, loss of key customers, unpredictable sales cycles,
competitive pressures, market acceptance of new products, inability
to meet efficiency and cost reduction objectives, changes in
business strategy and various other factors, whether referenced or
not referenced in this press release. Various other risks and
uncertainties may affect Perion and its results of operations, as
described in reports filed by the Company with the Securities and
Exchange Commission from time to time, including its annual report
on Form 20-F/A for the year ended December 31, 2012. Perion does
not assume any obligation to update these forward-looking
statements.
Source: Perion Network Ltd.
Perion Investor RelationsDeborah
Margalit+972-3-7696100investors@perion.comorHayden/MS-IR
LLCBrett Maas / Miri Segal-Scharia646-536-7331 /
917-607-8654Brett@haydenir.com / msegal@ms-ir.com
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