Scopus Acquired by Harmonic
March 12 2009 - 8:16AM
PR Newswire (US)
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 For more information visit: http://www.scopus.net/
DATASOURCE: Scopus Video Networks Ltd CONTACT: Company Contact:
Moshe Eisenberg, Chief Financial Officer, Tel: +972-3-900-7100,
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