Perion Shareholders Overwhelmingly Approve Acquisition of Conduit’s
Accretive transaction expected to close in January, 2014
TEL AVIV, Israel & SEATTLE -- November 18, 2013
Perion Network Ltd. (NASDAQ: PERI) today announced that at an Extraordinary
General Meeting of Shareholders (the “Meeting”) held earlier today, its
shareholders approved the previously announced Share Purchase Agreement, dated
as of September 16, 2013, by and among Perion, Conduit Ltd. and ClientConnect
Ltd., a newly formed Israeli company to be owned by the shareholders of
Conduit in proportion to their ownership of Conduit.
The other transactions contemplated by the Share Purchase Agreement, as well
as all other proposals set forth in the Company’s Proxy Statement, dated
October 15, 2013, were also approved at the Meeting.
The votes cast in favor of the Share Purchase Agreement at the Meeting
constituted 99% of the aggregate shares voted.
“Perion’s shareholders recognize the value created by this transformative
combination, as evidenced by their overwhelming approval,” commented Josef
Mandelbaum, Perion’s Chief Executive Officer. “We are gratified by the strong
vote of confidence expressed by our shareholders in our business plan. We are
committed to creating lasting shareholder value, and the new, larger, more
profitable Perion will be uniquely positioned in the industry to achieve this
The consummation of the transaction with Conduit and ClientConnect is subject
to certain additional conditions set forth in the Share Purchase Agreement.
The transaction is expected to close in January 2014.
About Perion Network Ltd.
Perion Network Ltd. (NASDAQ: PERI) is a global consumer internet company that
develops applications to make the online experience of its users simple, safe
and enjoyable. Perion’s three main consumer brands are: Incredimail, Smilebox
and SweetIM. Incredimail is a unified messaging application enabling consumers
to manage multiple email accounts and Facebook messages in one place with an
easy-to-use interface and extensive personalization features, and is available
in over 100 countries in 8 languages; Smilebox is a leading photo sharing and
social expression product and service that quickly turns life's moments into
digital keepsakes for sharing and connecting with friends and family, in a fun
and personal way. SweetIM is an instant messaging application that enables
consumers to personalize their everyday communications with free, fun and easy
to use content. Perion products have had over 300 million downloads to date
with more than 50 million monthly unique visitors across all of its brands.
Perion also offers and develops a range of products for mobile phones and
tablets to answer its users' increasing mobile demands. For more information
on Perion please visit http://www.perion.com.
Forward Looking Statements
This press release contains historical information and forward-looking
statements within the meaning of The Private Securities Litigation Reform Act
of 1995 with respect to the business, financial condition and results of
operations of Perion. The words “will,” “believe,” “expect,” “intend,” “plan,”
“should” and similar expressions are intended to identify forward-looking
statements. Such statements reflect the current views, assumptions and
expectations of Perion with respect to future events and are subject to risks
and uncertainties. Many factors could cause the actual results, performance or
achievements of Perion to be materially different from any future results,
performance or achievements that may be expressed or implied by such
forward-looking statements, or financial information, including, among others,
the failure of any closing conditions to the Share Purchase to be satisfied
and the failure of the proposed transaction to be consummated for any other
reason, the failure to realize the anticipated benefits of the proposed
transaction; risks entailed in integrating the ClientConnect business with
Perion’s other businesses, including employee retention and customer
acceptance; the risk that the transaction will divert management and other
resources from the ongoing operations of the two businesses or otherwise
disrupt the conduct of those businesses, potential litigation associated with
the transaction, and general risks associated with the business of Perion and
with the ClientConnect business, including changes in the markets in which the
businesses operate and in general economic and business conditions, loss of
key customers, unpredictable sales cycles, competitive pressures, market
acceptance of new products, inability to meet efficiency and cost reduction
objectives, changes in business strategy and various other factors, whether
referenced or not referenced in this press release. Various other risks and
uncertainties may affect Perion and its results of operations, as described in
reports filed by the Company with the Securities and Exchange Commission from
time to time, including its annual report on Form 20-F/A for the year ended
December 31, 2012 and the Proxy Statement. Perion does not assume any
obligation to update these forward-looking statements.
Source: Perion Network Ltd.
Perion Network Ltd.
Perion Investor Relations
Hayden / MS-IR LLC
Brett Maas / Miri Segal-Scharia
646-536-7331 / 917-607-8654
Brett@haydenir.com / email@example.com
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