Perion Completes Acquisition of Conduit’s ClientConnect Creating a Leading Provider of Digital Solutions for Publishers
January 02 2014 - 5:00AM
Business Wire
Perion Network Ltd. (NASDAQ: PERI) today announced the
completion of the acquisition of Conduit’s ClientConnect business
(“ClientConnect”) in an all-stock transaction, creating a leading
data-driven technology company with a proven lifecycle management
platform that provides distribution, monetization and analytics
solutions to publishers.
Josef Mandelbaum, Perion’s CEO, commented, “This transaction
uniquely positions Perion as a leader in the software distribution
ecosystem. Combined, we are focused on providing a variety of
intelligent data-driven solutions to help publishers increase
distribution and monetize their apps. Our vast network of developer
partners, our many end users and our shareholders will benefit from
our increased scale, driving exceptional reach and strong market
recognition as we emerge today as one of the largest global digital
distribution and product companies in the world.”
“Our combined financial strength also enables us to
significantly expand our investment in the mobile space and data
analytics, two areas we believe will serve as the foundation for
our top and bottom-line growth in the years to come. This is the
start of an exciting new day for Perion. We have evolved from a
small, product-focused company to a platform-based industry leader
with a range of revenue streams and valuable expertise which will
lead to incremental opportunities in the future. We welcome the
employees, shareholders and customers of ClientConnect to
Perion.”
Conduit spun off its ClientConnect business, which includes its
monetization and distribution platform for publishers and
developers. The spun-off company has become a wholly owned
subsidiary of Perion, which issued approximately 54.8 million
shares to ClientConnect’s selling shareholders, and approximately
2.8 million options to ClientConnect’s option holders, based on
Perion’s fully diluted share count at closing. Perion is now owned
approximately 81% by the existing Conduit shareholders and option
holders and 19% by existing Perion shareholders and option holders,
on a fully diluted basis.
Perion’s shareholders overwhelmingly voted in favor of the
acquisition of ClientConnect in November 2013. Various standstill
provisions were put in place for major shareholders and no single
shareholder owns more than 15% of the shares outstanding
post-closing. Key shareholders include Benchmark Capital and
JPMorgan Chase & Co. All former ClientConnect shareholders will
be subject to contractual lock-up provisions prohibiting any public
resale of their Perion shares for a period of six months and
imposing conditional resale restrictions in the subsequent 18-month
period.
About Perion Network Ltd.
Perion powers innovation. Perion is a global media and internet
company, providing online publishers and app developers advanced
technology and a variety of intelligent data-driven solutions to
monetize their application or content and expand their outreach to
larger audiences. Our CodeFuel line of products is a leading
self-service platform with simple integration and robust, built-in
analytics that empower digital businesses to optimize distribution
and maximize revenue. Since 2000, Perion has developed innovative
software applications for both desktop and mobile platforms,
including Incredimail, Smilebox and SweetIM. Our success in this
space has positioned us to best understand the needs of publishers,
and enable developers to focus exclusively on creating high-quality
digital product and content. The Perion team brings decades of
experience, operating and investing in digitally-enabled
businesses, and we continue to innovate and create value for the
app ecosystem. More information about Perion may be found at
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 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 of the Company filed with the SEC on October 15, 2013.
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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