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Perion Calls Shareholder Meeting To Approve Transaction With Conduit And ClientConnect And Other Matters

Stocks in this article: PERI

Perion Network Ltd. (NASDAQ: PERI) (the "Company") today announced that it has scheduled an Extraordinary General Meeting of Shareholders to take place on Monday, November 18, 2013, at 4:00 p.m. (Israel time), and thereafter as may be adjourned from time to time, at the offices of the Company, located at 4 HaNechoshet Street, Tel Aviv 69710, Israel. Only shareholders of record at the close of business on October 9, 2013 will be entitled to vote at the Meeting.

On September 16, 2013, the Company entered into a Share Purchase Agreement (the "Share Purchase Agreement"), by and among the Company, Conduit Ltd., an Israeli company ("Conduit"), and ClientConnect Ltd., a newly formed Israeli company to be owned by the shareholders of Conduit in proportion to their ownership of Conduit ("ClientConnect"). Conduit plans to spin-off to ClientConnect the entire activities and operations, and related assets and liabilities, of Conduit's "ClientConnect" business, which includes its monetization and distribution platform for publishers and developers. The Share Purchase Agreement provides for, among other things, the purchase by the Company of all the issued and outstanding shares of ClientConnect (following the spin-off) in exchange for newly issued ordinary shares of the Company (the "Share Purchase"), as a result of which ClientConnect will become a wholly owned subsidiary of the Company. Following the closing of the Share Purchase, the Company will be owned 81% by the ClientConnect shareholders and option holders and 19% by existing Company shareholders and option holders, on a fully diluted basis.

The agenda of the Meeting is as follows:

  1. To approve the Share Purchase Agreement, the Share Purchase and all other transactions contemplated by the Share Purchase Agreement, including the following related matters, each of which is contingent upon the other:
    1. the amendment of each of the Company's Articles of Association and Memorandum of Association to increase the Company's authorized share capital to NIS 1,200,000 divided into 120,000,000 ordinary shares of the Company; and
    2. the election of each of Mr. Dror Erez, a co-founder, Chief Technology Officer and member of the Board of Directors of Conduit, and Mr. Roy Gen, the Chief Financial Officer of Conduit, to the Company's Board of Directors.
  2. To approve a new form of D&O indemnification agreement, which is a condition to closing under the Share Purchase Agreement;
  3. To approve the purchase of D&O liability insurance, which is a condition to closing under the Share Purchase Agreement;
  4. To approve compensation for the Company's chief executive officer;
  5. To approve a compensation policy for the Company's directors and officers, as required by Israeli law; and
  6. To approve the Company's amended Equity Incentive Plan for U.S. tax purposes.

Required Votes

The approval of each of Proposal 1 and Proposal 6 requires the affirmative vote of the holders of a majority of the Company's shares present (in person or by proxy) at the Meeting and voting on such matter (not including abstentions). The approval of each of Proposals 2 to 5 requires the affirmative vote of the holders of a majority of the Company's shares present (in person or by proxy) and voting on such matter (not including abstentions), provided, however, that either (i) at least a majority of the shares of non-controlling shareholders and shareholders who do not have a personal interest in the resolution are voted in favor of the resolution, or (ii) the total number of shares of non-controlling shareholders and of shareholders who do not have a personal interest in the resolution that voted against the resolution does not exceed two percent of the outstanding voting power in the Company.

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