Scopus Enters into Term Sheet to Acquire the Business of Optibase
August 04 2008 - 6:30AM
PR Newswire (US)
TEL AVIV, Israel, August 4 /PRNewswire-FirstCall/ -- Scopus Video
Networks Ltd. (NASDAQ:SCOP), a provider of digital video networking
products, today announced that it has entered into a non-binding
Term Sheet to acquire the business of Optibase Ltd. (NASDAQ &
TASE: OBAS), the Company's principal shareholder. Optibase, based
in Herzliya, Israel, provides professional encoding, decoding,
video server upload and streaming solutions for telecom operators,
service providers, broadcasters and content creators. According to
its audited financial statements, Optibase reported revenue of
approximately $23 million for 2007. Pursuant to the Term Sheet,
Scopus will acquire certain assets and liabilities related to the
digital video and streaming business of Optibase, in consideration
for 2.6 million ordinary shares of Scopus plus an earn-out of up to
0.9 million additional shares based on the achievement of sales
goals. Upon completion of the transaction, Optibase, currently a
36% shareholder of Scopus, will own approximately 46% of Scopus's
outstanding ordinary shares, or 49%, if taking into account the
full attainment of the additional earn-out shares. As part of the
Term Sheet, the parties agreed that all necessary corporate actions
will be taken in order to amend Scopus' articles of association
such that Scopus will no longer have a staggered board and Scopus
shall adopt instead standard provisions regarding the appointment
of directors at Scopus' general meeting by an ordinary majority and
agreed on the composition of the board of directors of Scopus
following the closing. The proposed transaction is subject to the
completion of due diligence, negotiation and execution of
definitive agreements and the satisfaction of customary closing
conditions, including approval of the respective shareholders of
Scopus and Optibase. In accordance with Israeli law, the approval
of the transaction by Scopus shareholders would require a special
majority because it is a transaction with a principal shareholder.
The transaction is expected to close in the fourth quarter of 2008.
However, there is no assurance that definitive agreements providing
for the transaction as contemplated by the Term Sheet will be
executed or that the transaction will be consummated at such time
or at all. "The acquisition of the digital video and streaming
business of Optibase is a positive step for Scopus," commented Dr.
Yaron Simler, CEO of Scopus. "We have identified what we believe to
be potential synergies and cost savings associated with this
transaction. In addition to our current portfolio, Optibase's
products extend the breadth of our offering to our customers,
opening up new markets for Scopus. Finally, it should enable us to
become a more prominent player in the digital video networking
market." Dr. Simler concluded, "While there are still a few major
steps ahead, this is an important development that we expect will
accelerate the growth of our business in 2008 and beyond." A copy
of the Term Sheet described in this press release will be included
as an exhibit to the Form 6-K to be filed today by Scopus with the
U.S. Securities and Exchange Commission (SEC). About Scopus Video
Networks Scopus Video Networks (NASDAQ:SCOP) develops, markets and
supports digital video networking solutions that enable network
operators to offer advanced video services to their subscribers.
Scopus' solutions support digital television, HDTV, live event
coverage and content distribution. Scopus' comprehensive digital
video networking solution offerintelligent video gateways,
encoders, decoders and network management products. Scopus'
solutions are designed to allow network operators to increase
service revenues, improve customer retention and minimize capital
and operating expenses. Scopus' customers include satellite, cable
and terrestrial operators, broadcasters and telecom service
providers. Scopus' products are used by hundreds of network
operators worldwide. For more information visit:
http://www.scopus.net/ FORWARD-LOOKING STATEMENTS This press
release and the letter quoted herein may include "forward-looking
statements" that are not purely historical regarding our
intentions, hopes, beliefs, expectations and strategies for the
future. Forward-looking statements that are based on various
assumptions may be identified by the use of forward-looking
terminology, such as "may," "expects," "intends," "believes,"
"view" and similar words and phrases. Such forward-looking
statements are inherently subject to known and unknown risks and
uncertainties. Actual results could differ materially from those
set forth in forward-looking statements due to a variety of
factors, including, but not limited to, (1) risks in product and
technology development, (2) market acceptance of new products and
continuing product demand, (3) the impact of competitive products
and pricing, (4) changes in domestic and foreign economic and
market conditions, (5) risks and uncertainties relating to the
acquisition of Optibase's business and (6) the other risk factors
set forth in our most recent annual report on Form 20-F filed with
the Securities and Exchange Commission. Except as required by law,
Scopus does not undertake any obligation to update forward-looking
statements made herein. Company Contact: Investor Relations Contact
Moshe Eisenberg Ehud Helft / Kenny Green Chief Financial Officer GK
Investor Relations Tel: +972-3-900 7100 Tel: (US) +1-646-201-9246
DATASOURCE: Scopus Video Networks Ltd CONTACT: Company Contact:
Moshe Eisenberg, Chief Financial Officer, Tel: +972-3-900-7100, ;
Investor Relations Contac: Ehud Helft / Kenny Green, GK Investor
Relations, Tel: (US) +1-646-201-924,
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