, a leading technology and end-to-end solution provider for unified visual communications,
announced today that it has entered into a definitive merger agreement with Avaya, a global provider of business communications and collaboration systems and services. Pursuant to the merger agreement, Avaya will acquire RADVISION for cash of $11.85 per share and RADVISION will become a wholly-owned subsidiary of Avaya. The transaction is valued at approximately $230 million. The cash per share represents a premium of approximately 57% over the Company's average closing share price during the 90 trading days ended March 14, 2012. The payment will be made to RADVISION shareholders at the time of the closing, without interest and less applicable withholding tax.
Timing and Conditions;
The transaction, which has been approved by the Board of Directors of both companies, is subject to the approval of RADVISION shareholders, and customary closing conditions. In the upcoming days, RADVISION will call an Extraordinary General Meeting of Shareholders to vote on the merger. The transaction requires the affirmative vote of the holders of a majority of the ordinary shares present (in person or by proxy) at the meeting and voting on such matter (not including abstentions and broker non-votes). The Board of Directors of RADVISION has recommended that RADVISION shareholders vote in favor of the transaction.
There is no financing condition to the obligations of Avaya to consummate the transaction and it is currently anticipated that the transaction will be consummated within 90 days. Upon the closing of the transaction, RADVISION shares would no longer be traded on NASDAQ or the TASE. Holders of an aggregate of approximately 34% of RADVISION's outstanding shares have entered into voting agreements with Avaya under which they have agreed to vote their shares in favor of the transaction.