Vizrt Ltd. announces that it has entered into a merger agreement with 24 October Holding AG, an entity indirectly controlled by Nordic Capital Fund VIII, and NOR Merger Sub Ltd.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Cash consideration of NOK 37 (c. USD 5.4) will be paid per Vizrt share, valuing the total share capital of Vizrt at approximately NOK 2.5 billion (c. USD 374 million)
This represents a premium of c. 32% to the latest traded share price and a premium of c. 35% to the six month volume weighted average share price of Vizrt
Completion of the transaction is subject to the approval by a Shareholders Meeting of Vizrt by simple majority which is expected to be held on or about December 18 2014
Shareholders holding shares representing 51.5% of Vizrt's shares have undertaken, subject to certain conditions, to vote in favour of the transaction
The Board of Directors of Vizrt has unanimously decided to recommend to its shareholders to vote in favour of the transaction
Completion of the transaction is expected to take place on or around January 31 2015
Vizrt Ltd. ( Vizrt or the "Company") announces that it has entered into a merger agreement (the "Merger Agreement") with 24 October Holding AG, an entity indirectly controlled by Nordic Capital Fund VIII, 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 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").
Nordic Capital is a leader in Nordic private equity investments with four active funds with over EUR 11 billion in total committed capital and a long history of successful growth oriented investments, both multinational and local businesses. Nordic Capital Fund VIII has EUR 3,500 million in committed capital.
"Our Board has undertaken a careful review of the terms and conditions of the Merger and is unanimous in its recommendation. We consider the cash based offer as fair and in the best interest of our shareholders. We believe that Nordic Capital, with its breadth of expertise and proven track record of developing companies, will be a strong owner of Vizrt." stated Dag J. Opedal, Chairman of the Board of Directors of Vizrt.
Seeing is believing and in a growing market for video graphics, Vizrt has proven that it can shape the frontiers of broadcast graphics, video asset management and automation systems - driven by an exceptional culture and a very competent and dedicated organization. Focus for Nordic Capital Fund VIII as the new owner will be continued support of Vizrt's geographic expansion and of its constant strive to provide customers with an unparalleled offering , says Kim Gulstad, Partner, NC Advisory AS, advisor to Nordic Capital Fund VIII.
The Merger is, as further set out in the Merger Agreement, subject to several conditions precedent including, among others, the approval from the Companys Shareholders and receipt of regulatory approvals. Under relevant company law, approval of the Merger only requires simple majority at the Shareholders Meeting. The Merger is not subject to any financing or due diligence conditions. A call for a Shareholders Meeting of the Company to approve the Merger Agreement and the transactions contemplated thereby will be announced shortly. The full details of the Merger, including all terms and conditions, will be contained in the notice for the Shareholders' Meeting.
Completion of the Merger is currently expected to take place on or around January 31, provided all conditions for completion have been fulfilled. Shareholders of the Company shall receive a cash consideration of NOK 37 for each share held in the Company (less any withholding tax on such amount, if applicable). This represents a premium of c. 32% to the closing share price of the Company on 7 November 2014, the last trading day prior to the announcement of the Merger, a premium of c. 28% to the three month volume weighted average share price of the Company for the period ending on 7 November 2014 and a premium of c. 35% to the six months volume weighted average share price of the Company for the period ending on 7 November 2014. On a cash and debt free basis (Enterprise Value), the corresponding premiums equal c. 39%, c. 29% and c. 38%, respectively. The Merger values the total share capital of the Company on a fully diluted basis, at approximately NOK 2.5 billion.
After having carefully reviewed and evaluated the terms and conditions of the Merger Agreement, the Board of Directors of the Company is of the view that the Merger is in the best interest of the Company's Shareholders, and recommends that the Company's Shareholders vote in favour of the Merger and the adoption of the Merger Agreement at the Shareholders Meeting of the Company.
Shareholders representing 51.5% of the total share capital of the Company, including Dorothy Holding AB and Home Capital AS, have undertaken to vote in favour of the Merger and the adoption of the Merger Agreement at the Shareholders Meeting of the Company, subject to customary conditions.
The Company and Nordic Capital shall cooperate for a delisting of the Companys shares from the Oslo Stock Exchange as soon as possible after the Merger becomes effective.
ABG Sundal Collier Norge ASA is acting as financial adviser to the Company in connection with the Merger.
Carnegie AS is acting as financial adviser to Nordic Capital Fund VIII in connection with the Merger.
Investor and media contacts:Dag J. Opedal / Chairman of the Board / +47 90 04 04 60 / djopedal@gmail.com
Martin
Most recent headlines
17/02/2025
TVBEurope talks to the team who brought a piece of broadcasting history back to life on BBC Wales last night
By Jenny Priestley
Published: February 14, 2025 ...
17/02/2025
Eligible studios will receive the relief directly from their local authorities, with no need to submit a claim
By Matthew Corrigan
Published: February 17, 20...
17/02/2025
As DEI initiatives come under pressure in the USA, supporters of Rise, which promotes diversity in the media and entertainment sector, discuss the continuing im...
17/02/2025
EIB Global loan will partially fund SES's continued O3b mPOWER medium earth orbit (MEO) fleet expansion enabling additional capacity worldwide. O3b mPOWER s...
15/02/2025
At Nielsen, Business Resource Groups (BRGs) play a critical role in nurturing a ...
15/02/2025
Innovation to empower creativity: Explore the latest in Lightroom
Rob Christensen February 15, 2025
0 Comments
Whether you want to remove distracting ...
15/02/2025
Wisycom, a worldwide leader in RF technology and provider of wireless solutions, announces a new distribution agreement with EQUAPHON. An Argentinian profession...
15/02/2025
DPA Microphones, the leading manufacturer of high-quality microphone solutions, is pleased to welcome Nicholas Nick Mariano and Vincent Vince Divine to the ...
15/02/2025
Tuxera, a leading provider of quality-assured file systems and networking solutions, will showcase how Tuxera Fusion SMB enables unprecedented performance for m...
15/02/2025
Bitmovin's latest Video Developer Report indicates an increasing role of AI, the slow adoption of next-generation codecs, and continuing challenges when it ...
15/02/2025
When Michelin Enterprises set out to promote its prestigious Hotel Guide in the new Sleepless in the Kitchen , campaign, veteran German/Slovenian gaffer Robert...
15/02/2025
Formula E, the world's first all-electric racing series, revolutionizing motorsport with cutting-edge technology and a commitment to sustainability has sele...
15/02/2025
Agile Content, a global leader in TV and video technology solutions, announces its rebranding to AgileTV.
The transition to AgileTV stems from a commitment to ...
15/02/2025
Hiltron Communications will promote the latest additions to its range of satellite communication products, systems and supporting services at GovSatCom 2025. Th...
15/02/2025
Following the success of the original Airglow Booklight, DoPchoice debuts a new addition to their inflatable line the Float. This lightweight, inflatable, round...
15/02/2025
LAS VEGAS Marshall Electronics has announced that it will debut its newest camera controller, the RCP Plus, at the 2025 NAB Show at Booth N2649 between April 5 ...
15/02/2025
ATLANTA Gray Media has named Blake Sebo as the next general manager of KTUU and KYES, Gray's NBC and CBS affiliates in Anchorage, Alaska....
15/02/2025
KOKKEDAL, Denmark DPA Microphones will feature its new CORE+ technology for distortion-free microphone sound at the 2025 NAB Show, April 5-9, in Las Vegas....
15/02/2025
SWANSEA, U.K. QuickLink will launch StudioPro-NDI and StudioPro-3, two new models of its QuickLine StudioPro video production platform, at the 2025 NAB Show, Ap...
15/02/2025
Live From 2025 NBA All-Star Game Weekend: After 25 Years, Turner Sports All-In F...
15/02/2025
NASCAR Driver Cam on Max Embraces Cloud-Based Workflow for 2025 Season Chris Brown of WBD Sports says Mobii will play key part in delivering signals from the tr...
14/02/2025
Last month, we officially launched the Spotify Partner Program, a powerful new m...
14/02/2025
From an island off the coast of Lutruwita to the global stage in France SBS & ...
14/02/2025
The future of electro-optical/infrared (EO/IR) land systems is evolving so that ...
14/02/2025
Here are 5 reasons why you should attend ISE 2025
Discover more about Calrec: Learn more about Calrec's legacy of innovation in broadcast audio solutions ...
14/02/2025
World Radio Day: On the same wavelength
By Graham Murray, International Sales Manager at Calrec
To mark World Radio Day, Calrec's International Sales Ma...
14/02/2025
DALLAS and TYSONS, Va. Tegna has concluded a broadcast rights agreement that makes Tegna's KFAA in Dallas the exclusive local television partner of the Dall...
14/02/2025
Amazon's Prime Video has released a new app for Apple TV that the streamer said delivers an improved streaming experiences with faster scrolling, improved s...
14/02/2025
CLEVELAND Telos Alliance announced a software update for its Axia Quasar XR and SR line of audio-over-IP (AoIP) mixing consoles and will show the offering at th...
14/02/2025
Puget Systems Returns to HPA Tech Retreat 2025 with New Analysis Tools for Puge...
14/02/2025
Glass Animals: Tour of Earth Uses Blackmagic Live Production Workflow
Brie Clayton February 14, 2025
0 Comments
80six deploys Blackmagic URSA Broadcas...
14/02/2025
A dispute between Paramount and Youtube TV that would have pulled CBS stations and Paramount's cable channels from the streaming service has been temporaril...
14/02/2025
Colourist Deidre (Dee) McClelland details how she helped shape the distinct look and feel of whimsical Oscar-nominated stop-motion film, Memoir of a Snail
By C...
14/02/2025
BitFire said it intends to introduce forward-looking services that simplify the launch of live production workflows, and enhance real-time collaboration
By Jen...
14/02/2025
The claim by the liquidators is the latest twist in the ongoing saga of the companys collapse at the end of 2021
By Matthew Corrigan
Published: February 14, ...
14/02/2025
A carriage dispute between YouTube TV and Paramount could come to a head today (Feb. 13), with the virtual pay TV provider threatening to pull all of the progra...
14/02/2025
ENGLEWOOD CLIFFS, N.J. LG Electronics USA has opened a new in-house, state-of-the-art virtual production studio at its 360,000-square-foot North American headqu...
14/02/2025
NEW YORK In a bid to help local broadcasters find new ways of monetizing their content, the Coalition for Innovative Media Measurement (CIMM) and TVB have relea...
14/02/2025
WASHINGTON Three Democratic U.S. Senators have sent a stern letter blasting FCC Chair Brendan Carr for the weaponization of the agency for attacking broadcast...
14/02/2025
Years after launching the streaming service Apple TV+ in November of 2019, Apple has finally released a version of its steaming app for Android devices....
14/02/2025
FOOTHILL RANCH, Calif. Red Digital Cinema will make its V-RAPTOR [X] and KOMODO-X camera systems available with Nikon's premier Z Mount, providing filmmaker...
14/02/2025
DAYTONA, Fla. The Fox Sports production of this year's Daytona 500 will see the addition of a few new tech elements and the continued unfolding of the broad...
14/02/2025
Watch Bryson Battles Blind Audition on The Voice Get a Four-Chair Turn Michael Bubl said the Boston Conservatory at Berklee musical theater senior might have...
14/02/2025
2025 Daytona 500: FOX Sports Looks To Ride Super Bowl LIX Momentum Into NASCAR S...
14/02/2025
14 Feb 2025
VEON's Kyivstar and the Come Back Alive Foundation Raise USD 2....
14/02/2025
Max Renews THE PITT, Starring Noah Wyle, For A Second Season
Max
Warner Bros. Television Group
The Pitt
New Episodes Of The Medical Drama From John...
14/02/2025
This year, Technicolor proudly celebrates 110 years of shaping the magic of cinema pioneering color, visual effects, and innovation that bring unforgettable l...
14/02/2025
NBA All-Star: More Games, More Teams, More Music, More Sound From the Court Turner Sports' team will deploy familiar tech to capture all the audio By Dan D...
14/02/2025
LIV Golf Continues To Innovate With Drones, Data-Driven Graphics, and All-Access...
Vizrt Ltd. announces that it has entered into a merger agreement with 24 October Holding AG, an entity indirectly controlled by Nordic Capital Fund VIII, and NOR Merger Sub Ltd.
