Perion Shareholders Overwhelmingly Approve Acquisition of Conduit’s ClientConnect
November 18 2013 - 10:00AM
Business Wire
Accretive transaction expected to close in
January, 2014
Perion Network Ltd. (NASDAQ: PERI) today announced that at an
Extraordinary General Meeting of Shareholders (the “Meeting”) held
earlier today, its shareholders approved the previously announced
Share Purchase Agreement, dated as of September 16, 2013, by and
among Perion, Conduit Ltd. and ClientConnect Ltd., a newly formed
Israeli company to be owned by the shareholders of Conduit in
proportion to their ownership of Conduit.
The other transactions contemplated by the Share Purchase
Agreement, as well as all other proposals set forth in the
Company’s Proxy Statement, dated October 15, 2013, were also
approved at the Meeting.
The votes cast in favor of the Share Purchase Agreement at the
Meeting constituted 99% of the aggregate shares voted.
“Perion’s shareholders recognize the value created by this
transformative combination, as evidenced by their overwhelming
approval,” commented Josef Mandelbaum, Perion’s Chief Executive
Officer. “We are gratified by the strong vote of confidence
expressed by our shareholders in our business plan. We are
committed to creating lasting shareholder value, and the new,
larger, more profitable Perion will be uniquely positioned in the
industry to achieve this goal.”
The consummation of the transaction with Conduit and
ClientConnect is subject to certain additional conditions set forth
in the Share Purchase Agreement. The transaction is expected to
close in January 2014.
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 turns 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 and the Proxy
Statement. Perion does not assume any obligation to update these
forward-looking statements.
Source: Perion Network Ltd.
Perion Network Ltd.Deborah MargalitPerion Investor
Relations+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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