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| [March 15, 2012] |
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RADVISION Signs Definitive Merger Agreement with Avaya
TEL AVIV, Israel --(Business Wire)--
RADVISION® (Nasdaq: RVSN), a leading technology and
end-to-end solution provider for unified visual communications, announced
today that it has entered into a definitive merger agreement with Avaya (News - Alert),
a global provider of business communications and collaboration systems
and services. Pursuant to the merger agreement, Avaya will acquire
RADVISION for cash of $11.85 per share and RADVISION will become a
wholly-owned subsidiary of Avaya. The transaction is valued at
approximately $230 million. The cash per share represents a premium of
approximately 57% over the Company's average closing share price during
the 90 trading days ended March 14, 2012. The payment will be made to
RADVISION shareholders at the time of the closing, without interest and
less applicable withholding tax.
Timing and Conditions;
The transaction, which has been approved by the Board of Directors of
both companies, is subject to the approval of RADVISION shareholders,
and customary closing conditions. In the upcoming days, RADVISION will
call an Extraordinary General Meeting of Shareholders to vote on the
merger. The transaction requires the affirmative vote of the holders of
a majority of the ordinary shares present (in person or by proxy) at the
meeting and voting on such matter (not including abstentions and broker
non-votes). The Board of Directors of RADVISION has recommended that
RADVISION shareholders vote in favor of the transaction.
There is no financing condition to the obligations of Avaya to
consummate the transaction and it is currently anticipated that the
transaction will be consummated within 90 days. Upon the closing of the
transaction, RADVISION shares would no longer be traded on NASDAQ or the
TASE. Holders of an aggregate of approximately 34% of RADVISION's
outstanding shares have entered into voting agreements with Avaya under
which they have agreed to vote their shares in favor of the transaction.
Boaz Raviv, RADVISION chief executive officer, commented: "For the past
20 years, the expertise, innovation and commitment of our team has
established RADVISION as a major leader in the development of
videoconferencing technology and solutions. This strategic merger will
now combine two industry leaders with a shared passion and vision for
creating the most advanced, fully interoperable, high performance/value
and easiest-to-use unified communications solutions for a mobile and
distributed workforce available to enterprises and service providers
today. Joining forces with Avaya will deepen our resources, extend the
scope of our channel relationships and make us a formidable competitor
in the unified communications marketplace. We are convinced that this is
the best way to fully unleash the power of our technology and the
talents of our employees while providing substantial value to our
shareholders."
"The opportunity for personal workspace is now, and customers demand a
rich, collaborative user experience that is interoperable and easy to
use," said Kevin Kennedy (News - Alert), president and CEO, Avaya. "In addition, we
believe this transaction will leverage a highly-skilled, incredibly
talented and experienced workforce ready to deliver video to enterprise
customers. With this acquisition we will seek to extend
videoconferencing to any device, anytime, anywhere, making it as easy as
a phone call, seizing the opportunity to deliver a fully-integrated
solution and architecture that we believe sets us apart from the
competition."
The RADVISION portfolio provides a full range of video conferencing
products, technologies and expertise, serving enterprises, small
business, and service providers. It includes standards-based
applicaions, open infrastructure and endpoints for ad-hoc and scheduled
video conferencing for room-based systems, desktop, and mobile/consumer
devices. The integrated Avaya and RADVISION portfolios will extend
intra-company business-to-business (B2B) and business-to-customer (B2C)
video communications that support the bring-your-own-device (BYOD).
Combined with Avaya's open Avaya Aura® architecture, RADVISION's SCOPIA
portfolio and expertise will bridge existing H.323 communications
networks and SIP-based environments, delivering scalability that is
intuitive and easy-to-operate.
Advisors
Jefferies & Company, Inc. served as RADVISION's exclusive financial
advisor, and Goldfarb Seligman & Co. and Carter Ledyard & Milburn LLP
served as RADVISION's legal counsels. Sidley Austin LLP and Meitar
Liquornik Geva & Leshem Brandwein served as Avaya's legal counsels.
Investor Conference Call/Webcast
RADVISION will hold a conference call for its investors and sell-side
analysts to discuss this transaction, today, Thursday, March 15, at
10 a.m. (Eastern). To access the conference call, please dial
1-800-619-7571 (International dialers may call +1-210-839-8500). The
passcode "RADVISION" will be required to access the live conference
call. A live webcast of the conference call also will be available on
the Company's website at http://www.radvision.com/Corporate/Investors/announcement/.
A replay of the call will be available beginning approximately one hour
after the conclusion of the call through 11:00 p.m. (Eastern) on March 22nd.
To access the replay, please dial 1-800-839-2810 (International dialers
may call +1-402-998-1711).
About Avaya
Avaya is a global provider of business collaboration and communications
solutions, providing unified communications, contact centers, data
solutions and related services to companies of all sizes around the
world. For more information please visit www.avaya.com.
About RADVISION
Founded in 1992, RADVISION (Nasdaq: RVSN) is a leading provider of video
conferencing and telepresence technologies over IP and wireless
networks. RADVISION teams with its channel and service provider partners
to offer end-to-end visual communications that help businesses
collaborate more efficiently. RADVISION propels the unified
communications evolution forward with unique technologies that harness
the power of video, voice, and data over any network. Visit www.radvision.com,
our blog, and follow us on Facebook, Google+, LinkedIn (News - Alert), Twitter, and
YouTube.
Additional Important Information and Where to Find It
In connection with the proposed transaction, RADVISION will prepare a
proxy statement to be delivered to its shareholders. INVESTORS AND
SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING WITH RESPECT TO THE MAIN TERMS OF THE PROPOSED MERGER. The
proxy statement and other documents may be obtained for free from the
Company's Web site at www.radvision.com
or by directing such request to the RADVISION Legal Administrator at
+972 3 767-9397 or celiag@radvision.com.
Forward-Looking Statements
Certain statements in this press release, including but not limited to
those relating to the proposed merger transaction, constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements
of RADVISION to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Statements preceded by, followed by or that otherwise
include the words "believes", "expects", "anticipates", "intends",
"projects", "estimates", "plans", "may increase", "may fluctuate" and
similar expressions or future or conditional verbs such as "will",
"should", "would", "may" and "could" are generally forward-looking in
nature and not historical facts. Any statements that refer to
expectations or other characterizations of future events, circumstances
or results are forward-looking statements. Various factors that could
cause actual results to differ materially from those expressed in such
forward-looking statements include but are not limited to risks
associated with uncertainty as to whether the merger transaction will be
completed; the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement; costs
and potential litigation associated with the merger transaction; the
inability to obtain, or meet specific conditions imposed for applicable
regulatory approvals relating to the merger transaction; the failure of
either party to meet the closing conditions set forth in the merger
agreement; risks that the proposed merger transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the proposed transaction; the distraction of
management and RADVISION resulting from the proposed transaction; and
the other risk factors discussed from time to time by RADVISION in
reports filed or furnished with the Securities and Exchange Commission
("SEC (News - Alert)").
In light of these risks, uncertainties, assumptions and factors, the
forward-looking events discussed in this press release may not occur.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date stated, or if no date is
stated, as of the date of this press release. Important assumptions and
other important factors that could cause actual results to differ
materially from those in the forward looking statements are specified in
RADVISION's filings with the SEC, including RADVISION's Annual Report on
Form 20-F for the year ended December 31, 2010, under headings such as
"Risk Factors" and "Operating and Financial Review and Prospects."
RADVISION undertakes no obligation to release any revisions to any
forward-looking statements, to report events or to report the occurrence
of unanticipated events unless required by law.

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