Update on completion of merger agreement with Nordic Capital
Bergen, Norway, February 23, 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[1], 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 announcement of 30 January 2015 in which it was indicated that a clarification on the Withholding Ruling (as defined in the Merger Agreement) would be in place by mid February.
The Withholding Ruling (as defined in the Merger Agreement) has still not been obtained from the Israeli tax authorities (the “ITA”), and consequently it is not yet possible to give any indication as to when the Merger may be completed. However, Nordic Capital filed on 22 February 2015 an updated application for a Withholding Ruling in which it is described that the structure for payment of the Merger Consideration (as defined in the Merger Agreement) has been simplified. On this basis, the Company believes the process towards the ITA will come to a positive conclusion within the next two to three weeks and that the Merger will be completed as soon as possible thereafter. An update on the process will be given once further information is available.
[1] 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:
Vizrt
Dag J. Opedal / Chairman of the Board / +47 90 04 04 60 / djopedal@gmail.com
Martin Burkhalter / CEO / +41 22 365 75 01 / MBurkhalter@vizrt.com
Nordic Capital
Katarina Janerud, Communications Manager,
NC Advisory AB, advisor to the Nordic Capital Funds
Tel: +46 709 69 69 99
e-mail: katarina.janerud@nordiccapital.com
About Vizrt:
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.