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(Nasdaq: RVSN) issued today a Notice of Extraordinary General Meeting of Shareholders pursuant to its merger agreement with Avaya. As announced on March 15, 2012, the transaction, which was approved by the Board of Directors of both companies, is subject to the approval of RADVISION shareholders and customary closing conditions. At that time, RADVISION announced its intent to call an Extraordinary General Meeting of Shareholders to vote on the merger. The notice of that meeting follows:
RADVISION LTD.NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that an Extraordinary General Meeting of Shareholders (the
“Meeting”) of RADVISION Ltd. (the
“Company”), will be held at 10:00 a.m. (local Israel time) on Monday, April 30, 2012, at the Company’s offices at 24 Raoul Wallenberg Street, Tel Aviv, Israel.
Agenda of the Meeting. The purpose of the Meeting is to consider and vote upon the following matters: (i) To approve the Merger Agreement, dated as of March 14, 2012 (the "
Merger Agreement"), by and among Avaya Inc., a Delaware corporation ("
Parent"), Sonic Acquisition Ltd., an Israeli company and an indirect wholly owned subsidiary of the Parent ("
Merger Sub"), and the Company, the merger of Merger Sub with and into the Company (with the Company continuing as the surviving company) (the "
Merger") and the other transactions contemplated by the Merger Agreement, all as will be more fully described in the proxy statement that will be mailed to shareholders (the "
Merger Proposal"); (ii) To approve an amendment to the indemnification agreements between the Company and the Company’s directors and certain officers, such that the maximum coverage to all indemnitees under such agreement will be changed from 50% of the net equity of the Company at the time that indemnification is made to 50% of the net equity of the Company as of December 31, 2011 (approximately $51 million); and (iii) To approve an increase in the aggregate coverage available under the Company's current directors’ and officers’ liability insurance policy from $15,000,000 to $30,000,000. If the Merger Proposal is approved and the Merger is subsequently consummated, each outstanding ordinary share of the Company will be automatically converted into the right to receive a payment in cash, without interest and less any applicable withholding tax, equal to $11.85.
Summary of the Proposed Resolutions. At the Meeting, shareholders will be asked to approve the following resolutions:
1. To approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, all as will be more fully described in the proxy statement that will be mailed to shareholders.