Optibase and Scopus Video Networks Sign a Non-Binding Term Sheet for the Sale of Optibase’s Digital Video and Streaming Business
HERZLIYA, Israel, August 2008 – Optibase, Ltd. (NASDAQ:OBAS) (“Optibase” or the “Company”), a leader in advanced digital video solutions, announced today that Optibase and Scopus Video Networks Ltd. signed a non-binding term sheet for the sale by Optibase to Scopus of Optibase’s digital video and streaming business (the “Business”).
In consideration for the purchase of the Business, Scopus will issue Optibase 2,600,000 ordinary shares of Scopus, currently representing prior to the issuance approximately 19% of Scopus’ share capital. In addition, the parties agreed on an earn-out mechanism pursuant to which Scopus may issue to Optibase up to additional 900,000 ordinary shares of Scopus subject to achievement of sales goals. Immediately following the closing of such transaction, Optibase will hold approximately 46% of Scopus’ issued share capital, or approximately 49% of Scopus’ issued share capital, assuming the issuance of the additional share pursuant to the earn-out mechanism.
Optibase and Scopus 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 following the closing.
Implementation of the abovementioned transaction is subject to the fulfillment of certain conditions precedent standard for transactions of this nature, including, inter alia, completion of due diligence, the conclusion of a definitive agreement, receipt of all necessary approvals and permits and the receipt of shareholders’ approval of each of Optibase and Scopus by special majorities. The transaction is expected to close in the fourth quarter of 2008. However, there is no assurance that a definitive agreement 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.
A copy of the term sheet was furnished to the Securities and Exchange Commission on Form 6-K on August 4, 2008 and is available at www.sec.gov.
Tom Wyler, President and CEO of Optibase, said, “Optibase brings a strong and established brand. Our strengths in Video streaming applications along with our state of the art technology and global presence are an asset in the IPTV, government and education and video to the desktop markets.”
Mr. Wyler concluded, “We are excited at the prospects and range of opportunities this transaction embeds. We believe the combined product offering and complementary target markets will enhance the already growing business and will bring added value to our shareholders.”
This press release contains forward-looking statements concerning our marketing and operations plans. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. All forward-looking statements in this press release are made based on management’s current expectations and estimates, which involve risks, uncertainties and other factors that could cause results to differ materially from those expressed in forward-looking statements. These statements involve a number of risks and uncertainties including, but not limited to, risks related to the evolving market for digital video in general and the infancy of the IPTV market in particular, competition, our ability to manage growth and expansion, general economic conditions and other risk factors. For a more detailed discussion of these and other risks that may cause actual results to differ from the forward looking statements in this news release, please refer to Optibase’s most recent annual report on Form 20-F. The Company does not undertake any obligation to update forward-looking statements made herein.
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