Scopus Acquired by Harmonic
Scopus Acquired by Harmonic
Obtained Withholding Tax Ruling From the Israeli Tax Authority
TEL AVIV, Israel, March 12/PRNewswire-FirstCall/ -- Scopus Video Networks Ltd. (NASDAQ: SCOP), a provider of
digital video networking products, today announced that it has completed its
previously announced sale pursuant to the Agreement and Plan of Merger, dated
as of December 22, 2008, by and among Harmonic Inc., a Delaware corporation
(NASDAQ: HLIT), Sunrise Acquisition Ltd., an Israeli company and a wholly
owned subsidiary of Harmonic, and Scopus, under which Scopus has been
acquired by Harmonic through a merger of Sunrise Acquisition Ltd. with and
into Scopus.
Under the terms of the merger agreement, which was approved by
approximately 90% of the outstanding shares of Scopus voting at a special
meeting held on February 6, 2009, each ordinary share of Scopus issued and
outstanding as of today has been automatically converted into the right to
receive US$5.62 in cash (subject to applicable withholding taxes).
In connection with the merger, Scopus has obtained a
pre-ruling from the Israeli Tax Authority with respect to the withholding
obligations relating to the merger consideration. According to the
pre-ruling, subject to certain exceptions, Scopus shareholders will be
subject to withholding tax at the rate of 25%, except that Scopus
shareholders that are (1) non-Israeli residents, who hold less than 5% of
Scopus' share capital and purchased their shares following Scopus' IPO, will
be fully exempt from Israeli withholding tax and (2) individuals will be
subject to withholding tax at the rate of 20%. More detailed information
about the tax ruling, the Israeli withholding tax rates and a declaration
form to be signed by each of the applicable shareholders, will be included
with the transmittal letter which will be sent to Scopus shareholders in the
coming days.
In connection with the closing, trading of Scopus shares on the NASDAQ
will cease today and Scopus will de-list its shares from the NASDAQ.
Shareholders who possess Scopus share certificates will receive a letter
of transmittal with detailed instructions, along with a tax declaration form,
from the appointed paying agent, BNY Mellon Shareowner Services, regarding
the surrender of their certificates for the merger consideration. For shares
held in street name by a broker, bank or other nominee, the broker, bank or
other nominee will handle the exchange of shares for the shareholders and
will provide them with any relevant instructions for effecting the exchange.
About Scopus Video Networks
Scopus Video Networks (NASDAQ:SCOP) develops, markets and supports
digital video networking solutions that enable network operators to offer
advanced video services to their subscribers. Scopus' solutions support
digital television, HDTV, live event coverage and content distribution.
Scopus' comprehensive digital video networking solution
offerintelligent video gateways, encoders, decoders and network management
products. Scopus' solutions are designed to allow network operators to
increase service revenues, improve customer retention and minimize capital
and operating expenses.
Scopus' customers include satellite, cable and terrestrial operators,
broadcasters and telecom service providers. Scopus' products are used by
hundreds of network operators worldwide.
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 Scopus 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 risk factors discussed from time to time by Scopus in reports
filed or furnished with the Securities and Exchange Commission.
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. Except for Scopus's ongoing obligations to
disclose material information under the federal securities laws, Scopus
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.
Company Contact:
Moshe Eisenberg
Chief Financial Officer
Tel: +972-3-900-7100
Moshee@scopus.net
For more information visit: http://www.scopus.net
Source: Scopus Video Networks Ltd
Company Contact: Moshe Eisenberg, Chief Financial Officer, Tel: +972-3-900-7100, Moshee@scopus.net
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