Confirmation on receipt of withholding ruling and expected timing for completion
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Bergen, Norway, March 9, 2015, Vizrt Ltd. (Oslo Main List: VIZ).
Reference is made to the announcement of 10 November 2014 regarding the entry into by Vizrt Ltd. (“Vizrt” or the "Company") of a merger agreement (the "Merger Agreement") with 24 October Holding AG, an entity indirectly controlled by Nordic Capital Fund VIII, and NOR Merger Sub Ltd. (which is a wholly-owned subsidiary of 24 October Holding AG), pursuant to which Nordic Capital Fund VIII will pay a cash consideration of NOK 37 (less withholding tax, if applicable) per Vizrt share for 100% of the issued share capital of the Company by way of a reverse triangular merger between NOR Merger Sub Ltd. and the Company (the "Merger"). Reference is further made to the announcements of 30 January 2015 and 23 February 2015 regarding updates on the Withholding Ruling (as defined in the Merger Agreement).
The Withholding Ruling has now been obtained from the Israeli tax authorities, to the satisfaction of both Nordic Capital and Vizrt, and the Merger will be completed as soon as possible. Due to the time it took in getting the Withholding Ruling in place, Nordic Capital has confirmed to the Company that the Termination Date (as defined in the Merger Agreement) has been extended to 10 May 2015 in accordance with Section 8.1 (b)(i) in the Merger Agreement. It is currently expected that the Merger will be completed on or about 19 March 2015.
Pursuant to the Withholding Ruling, payment of the merger consideration to the shareholders in Vizrt as of the date of completion (“Completion Date”) will be subject to statutory Israeli withholding tax regulations, however shareholders who hold less than 5% of the issued share capital and who are not Israeli residents for tax purposes will be exempt from withholding tax. In order for Carnegie AS, who is engaged as the paying agent in connection with completion of the Merger, to be allowed to settle all payments to the shareholders correctly and in accordance with Israeli tax requirements as set out in the Withholding Ruling, each shareholder, holding less than 5% of the issued share capital of the company, will be required to complete, and return to Carnegie AS, a tax declaration form together with a payment form, before any payment can be made to such shareholder. The tax declaration form and payment form will be sent to all shareholders registered in the VPS. Due to said documentation requirements and the fact that all of the tax declaration forms must be sent to an Israeli agent for their review before any payment can be made, it is expected that settlement to each shareholder will take place within about 10 business days from the time of receipt of duly completed tax declaration form and payment form by Carnegie AS for shareholders delivering such forms during the first four weeks after completion of the merger. Shareholders who are non Israeli residents for tax purposes and hold 5% or more of the issued shares of the company will be required to provide the Israeli Tax Authorities with additional documentation evidencing ultimate shareholding and tax domiciles in order to be exempt from Israeli withholding tax. Relevant shareholders will be contacted directly by the Company for further information in this respect.
 Nordic Capital VIII Limited, acting in its capacity as General Partner of Nordic Capital VIII Alpha, L.P. and Nordic Capital VIII, Beta L.P.
Investor and media contact:
Dag J. Opedal / Chairman of the Board / +47 90 04 04 60 / firstname.lastname@example.org
Martin Burkhalter / CEO / +41 22 365 75 01 / MBurkhalter@vizrt.com
Katarina Janerud, Communications Manager,
NC Advisory AB, advisor to the Nordic Capital Funds
Tel: +46 709 69 69 99
Vizrt provides real-time 3D graphics, studio automation, sports analysis and asset management tools for the broadcast industry - interactive and virtual solutions, animations, maps, weather, video editing and compositing tools. Vizrt's products are used by the world's leading broadcasters, including: CNN, CBS, Fox, the BBC, BSkyB, Al Jazeera, ITN, ZDF, Star TV, Network 18, TV Today, CCTV, and NHK. Furthermore, many world-class production houses and corporate institutions such as the Stock Exchanges in New York and London use Vizrt systems.
Vizrt is a public company traded on the Oslo Main List: VIZ, ISIN: IL0010838154. For further information please refer to www.vizrt.com
About Nordic Capital Funds:
Nordic Capital private equity funds have invested in mid-market companies primarily in the Nordic region since 1989. Through committed ownership and by targeting strategic development and operational improvements, Nordic Capital Funds enable value creation in their investments. Nordic Capital Funds invest in companies in northern Europe and in selected investment opportunities internationally. The most recent fund is Nordic Capital Fund VIII with EUR 3.5 billion in committed capital, principally provided by international institutional investors such as pension funds. Nordic Capital Funds are based in Jersey, Channel Islands, and are advised by the NC Advisory companies in Sweden, Denmark, Finland, Norway, Germany and the UK. For further information about Nordic Capital please see www.nordiccapital.com.
Copyright © Vizrt. All rights reserved. This press release contains forward-looking statements with respect to the business, financial condition and results of operations of Vizrt and its affiliates. These statements are based on the current expectations or beliefs of Vizrt's management and are subject to a number of risks and uncertainties that could cause actual results or performance of the Company to differ materially from those contemplated in such forward-looking statements. These risks and uncertainties relate to changes in technology and market requirements, the company’s concentration on one industry, decline in demand for the company’s products and those of its affiliates, inability to timely develop and introduce new technologies, products and applications, and loss of market share and pressure on pricing resulting from competition, which could cause the actual results or performance of the company to differ materially from those contemplated in such forward-looking statements. Vizrt undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.