April 29, 2013
Ltd. (NASDAQ: RDCM)
("Radcom") today announced that it has signed a definitive agreement with investors regarding a private placement transaction (PIPE), subject to certain customary conditions.
According to the terms of the definitive agreement, Radcom will issue ordinary shares to the investors at an aggregate purchase price of approximately
, with a price per share based on the average closing price of Radcom's ordinary shares on the NASDAQ Capital Market during the 30 trading days prior to the execution date of the definitive agreement, less a discount of 12%. The investors will also be granted warrants to purchase one ordinary share for every three ordinary shares that they purchase in the transaction. The exercise price of the warrants will be equal to the purchase price per share to be paid in the transaction
25%, and they will be exercisable for a period of three years from the date of issuance. In addition, Radcom has agreed to register with the U.S. Securities and Exchange Commission the resale of the shares and the shares underlying the warrants.
One of the investors in the PIPE is Mr. Zohar Zisapel, the Company's Chairman, who may be deemed a controlling shareholder of the Company, and who will invest through entities controlled by him. Subject to the approval of Radcom's shareholders, Mr. Zisapel will invest approximately
. Pursuant to the requirements of Israeli law for transactions with controlling shareholders, and the Nasdaq Listing Rules for issuances above 20%, in order to approve Mr. Zisapel's participation in the transaction, Radcom plans to call a special meeting of shareholders to be held at the offices of Radcom at 24 Raoul Wallenberg Street,
Tel Aviv, Israel
. Pursuant to Israeli law, the approval of the participation of Mr. Zisapel in the transaction requires a special majority of Radcom's shareholders (the affirmative vote of the holders of a majority of the voting power of Radcom present, in person or by proxy, and voting on the matter, provided that either (i) at least a majority of the shares of shareholders who do not have a personal interest in the resolution are voted in favor of the matter or (ii) the total number of shares of shareholders who do not have a personal interest in the resolution voted against the matter does not exceed two percent of Radcom's outstanding ordinary shares), at the meeting.
Commenting on the news, Mr.
, Chief Financial Officer of Radcom, said, "We are pleased to receive this additional vote of confidence from both new and current investors, a testament to our progress that is in line with a turnaround plan aimed at delivering strong top-line and bottom-line growth in 2013. The investment will enable us to take full advantage of favorable market condtions while maintaining our level of expenses, and to create shareholder value as we take the company to the next level."