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Scopus Enters into Term Sheet to Acquire the Business of Optibase
TEL AVIV — Aug. 4, 2008 — 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).
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