Entry into SES Voting Agreement
On February 25, 2016, the Issuer entered into an Agreement and Plan of Merger (the “
Merger Agreement
”) by and among the Issuer, SES Astra Services Europe SA, a Luxembourg corporation (“
Parent
”), NewBusinessCo Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent (“
Merger Sub
”), and SES S.A., a Luxembourg company, pursuant to which Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the “
Merger
”). Each outstanding Ordinary Share of the Issuer held by the Issuer’s existing shareholders as of the effective time of the Merger will be automatically converted into and represent the right to receive $13.291 in cash (the “
Merger Consideration
”). Each outstanding option, whether vested or unvested, to acquire one Ordinary Share will be cancelled and the holder thereof will be entitled to receive the excess (if any) of the Merger Consideration over the exercise price thereof (subject to certain other provisions). Each outstanding restricted stock unit, or RSU, will be substituted for the right to receive the product of the Merger Consideration and the total number of shares subject to such RSU (subject to certain other provisions). In connection with the Merger Agreement, Viola A.V. RRsat entered into the SES Voting Agreement with Parent in order to induce Parent to enter into the Merger Agreement and consummate the Merger. In addition, and separately from Viola A.V. RRsat, Rapac Communication & Infrastructure Ltd. and Del-Ta Engineering Equipment Ltd., other shareholders of the Issuer, entered into voting agreements with Parent on terms and conditions similar to those of the SES Voting Agreement.
The SES Voting Agreement requires Viola A.V. RRsat, among other obligations, to (a) attend meetings of the shareholders of the Issuer or otherwise cause the Subject Shares to be counted as present at meetings for purposes of calculating a quorum, and (b) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, the Subject Shares (i) in favor of the approval and adoption of the Merger, the Merger Agreement and any related proposal in furtherance thereof, (ii) against any action or agreement that is in opposition to the Merger or that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of Viola A.V. RRsat contained in the SES Voting Agreement, and (iii) against any Acquisition Proposal (as defined in the Merger Agreement) and against any other action, agreement or transaction that could impede, interfere with, delay, postpone, discourage, frustrate the purposes of, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the SES Voting Agreement or the performance by the Issuer of its obligations under the Merger Agreement or by Viola A.V. RRsat of its obligations under the SES Voting Agreement.
The SES Voting Agreement will terminate upon the earliest to occur of (i) the termination of the Merger Agreement (for any reason) in accordance with its terms, (ii) the Closing Date (as defined in the Merger Agreement) and (iii) the delivery of written notice by Parent to Viola A.V. RRsat of termination of the SES Voting Agreement. In addition, in the event the Merger Agreement is amended, without the prior written consent of Viola A.V. RRsat, in a manner that affects the economics or material terms of the Merger Agreement in a manner that is materially adverse to Viola A.V. RRsat or its shareholders (including, without limitation, with respect to the reduction of the Merger Consideration), then the obligations of Viola A.V. RRsat under the SES Voting Agreement shall be null and void.
The SES Voting Agreement contains additional customary provisions, including: (a) with minor exceptions (which are subject to the fulfillment of certain conditions), a prohibition upon Viola A.V. RRsat’s disposition of the Subject Shares to third parties for so long as the SES Voting Agreement is in effect; (b) a prohibition upon Viola A.V. RRsat’s solicitation of an Acquisition Proposal or making an Acquisition Proposal; and (c) customary representations and warranties of Viola A.V. RRsat.
Termination of
Kardan- Viola Shareholders Agreement
Between the filing of Amendment No. 3 and the date of this Amendment No. 4, the
Kardan- Viola Shareholders Agreement has terminated pursuant to the terms thereof. Consequently, the Reporting Persons no longer share voting or dispositive power with respect to the
489,485 Ordinary Shares formerly held by Kardan.
Prior Disclosures
To the extent not amended or superseded by the foregoing disclosures in this Item 6 of Amendment No. 4, the information set forth in Item 6 of the Original Statement, as amended and supplemented by the information appearing in Item 6 of Amendment No. 1, Amendment No. 2 and Amendment No. 3, is incorporated by reference herein.