RADVISION Ltd. announced today that at an Extraordinary General Meeting of Shareholders held on Tuesday, August 31, 2010, its shareholders approved a self tender offer to purchase 5.0% of its voting power (currently, 976,906 RADVISION shares) for $7.30 per share, net to the seller in cash, less any required withholding taxes and without interest. In accordance with Israeli law, the offer was approved by a special majority, which required the affirmative vote of the holders of a majority of the RADVISION shares present, in person or by proxy, and voting on the matter, and such majority included at least one-third of the votes of disinterested shareholders voting on the matter (not including abstentions).
The initial period of the tender offer and withdrawal rights are scheduled to expire at 10:00 am, Eastern Time, or 5:00 pm, Israel time, on Thursday September 2, 2010, unless the initial period is extended by RADVISION. As required by Israeli law, if the conditions to the offer have been satisfied (or waived, to the extent permitted by applicable law) as of the completion of the initial offer period, RADVISION will provide an additional period of five calendar days during which shareholders may tender their shares. However, shareholders will have no withdrawal rights during such additional five calendar day period.
The complete terms and conditions of the tender offer, including important U.S. and Israeli income and withholding tax considerations relating to the tender offer, are contained in the Offer to Purchase, as amended, included as an exhibit to the Tender Offer Statement on Schedule TO, as amended, filed with the U.S. Securities and Exchange Commission (SEC) and with the Israeli Securities Authority (ISA). American Stock Transfer & Trust Company is the U.S. Depositary for the offer and Clal Finance Batucha Investment Management Ltd is the Israeli Depositary for the offer.
IMPORTANT DISCLOSURE RELATING TO TAX CONSIDERATIONS APPLICABLE TO RADVISION’S SELF TENDER OFFER, INCLUDING A TAX OPINION THE COMPANY RECEIVED WITH RESPECT TO THE WITHHOLDING TAX RATES APPLICABLE TO THE OFFER, IS INCLUDED IN THE OFFER TO PURCHASE. SHAREHOLDERS ARE URGED TO REVIEW THIS DISCLOSURE CAREFULLY AND TO CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF TENDERING SHARES IN THE TENDER OFFER.
THIS IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY RADVISION SHARES. THE TENDER OFFER IS BEING MADE ONLY THROUGH THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS, WHICH ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT sec.gov/ AND ON THE ISA’S WEBSITE AT isa.gov.il, AND ARE ALSO AVAILABLE WITHOUT CHARGE TO ALL SHAREHOLDERS BY CONTACTING EITHER MACKENZIE PARTNERS, INC., THE INFORMATION AGENT IN THE UNITED STATES, OR MR. YONI HENNER OF GOLDFARB, LEVY, ERAN, MEIRI, TZAFRIR & CO., LEGAL COUNSEL IN ISRAEL, AT THE ADDRESSES OR TELEPHONE NUMBERS SET FORTH BELOW. SHAREHOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.
RADVISION (radvision.com) is the industry’s leading provider of market-proven products and technologies for unified visual communications over IP, 3G and IMS networks. With its complete set of standards-based video networking infrastructure and developer toolkits for voice, video, data and wireless communications, RADVISION is driving the unified communications evolution by combining the power of video, voice, data and wireless – for high definition video conferencing systems, innovative converged mobile services, and highly scalable video-enabled desktop platforms on IP, 3G and emerging next-generation IMS networks. To gain additional insights into our products, technology and opinions, visit developer.radvision.com and blog.radvision.com/.
This press release contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in demand for products, the timing and amount or cancellation of orders and other risks detailed from time to time in RADVISION’s filings with the Securities Exchange Commission, including its Annual Report on Form 20-F. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement.
Information Agent in the United States
Mackenzie Partners, Inc.,
105 Madison Avenue
New York, New York 10016
T: +1-212-929-5500 or toll free +1-800-322-2885
Legal Counsel in Israel
Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
2 Weizmann Street
Tel Aviv 64239, Israel