Scopus Shareholders Approve Proposed Merger
February 09 2009 - 9:00AM
PR Newswire (US)
Transaction Expected to Close in Early March 2009 TEL AVIV, Israel,
February 9 /PRNewswire-FirstCall/ -- Scopus Video Networks Ltd.
(NASDAQ:SCOP), a provider of digital video networking products,
today announced that at its Special Meeting of Shareholders held on
February 6, 2009, the Scopus shareholders voted to adopt and
approve the transactions contemplated by the Agreement and Plan of
Merger, dated as of December 22, 2008, by and among Harmonic Inc.,
a Delaware corporation (NASDAQ:HLIT), Sunrise Acquisition Ltd., an
Israeli company and a wholly owned subsidiary of Harmonic, and
Scopus, under which Scopus will be acquired by a subsidiary of
Harmonic through a merger of Sunrise Acquisition Ltd. with and into
Scopus. Approximately 90% of the outstanding shares of Scopus on
the record date were cast in favor of adoption of the merger
agreement. Upon the closing of the merger, which is expected to
occur at the beginning of March 2009, Scopus will become a private
company and each ordinary share of Scopus issued and outstanding
immediately prior to the effective time of the merger will
automatically be converted into the right to receive US$5.62 in
cash (subject to applicable withholding taxes). The consummation of
the merger is subject to a 30-day statutory waiting period
following shareholder approval and the satisfaction of certain
other conditions set forth in the merger agreement. About Scopus
Video Networks Scopus Video Networks (NASDAQ:SCOP) develops,
markets and supports digital video networking solutions that enable
network operators to offer advanced video services to their
subscribers. Scopus' solutions support digital television, HDTV,
live event coverage and content distribution. Scopus' comprehensive
digital video networking solution offer intelligent video gateways,
encoders, decoders and network management products. Scopus'
solutions are designed to allow network operators to increase
service revenues, improve customer retention and minimize capital
and operating expenses. Scopus' customers include satellite, cable
and terrestrial operators, broadcasters and telecom service
providers. Scopus' products are used by hundreds of network
operators worldwide. Forward-Looking Statements Certain statements
in this press release, including but not limited to those relating
to the proposed merger transaction, constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Scopus to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Statements preceded by, followed by or that otherwise
include the words "believes", "expects", "anticipates", "intends",
"projects", "estimates", "plans", "may increase", "may fluctuate"
and similar expressions or future or conditional verbs such as
"will", "should", "would", "may" and "could" are generally
forward-looking in nature and not historical facts. Any statements
that refer to expectations or other characterizations of future
events, circumstances or results are forward-looking statements.
Various factors that could cause actual results to differ
materially from those expressed in such forward-looking statements
include but are not limited to risks associated with uncertainty as
to whether the merger transaction will be completed; the occurrence
of any event, change or other circumstances that could give rise to
the termination of the merger agreement; costs and potential
litigation associated with the merger transaction; the inability to
obtain, or meet specific conditions imposed for applicable
regulatory approvals relating to the merger transaction; the
failure of either party to meet the closing conditions set forth in
the merger agreement; risks that the proposed merger transaction
disrupts current plans and operations and the potential
difficulties in employee retention as a result of the proposed
transaction; the extent and timing of regulatory approvals, the
distraction of management and Scopus resulting from the proposed
transaction; and the other risk factors discussed from time to time
by Scopus in reports filed or furnished with the Securities and
Exchange Commission. In light of these risks, uncertainties,
assumptions and factors, the forward-looking events discussed in
this press release may not occur. You are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date stated, or if no date is stated, as of the date
of this press release. Important assumptions and other important
factors that could cause actual results to differ materially from
those in the forward looking statements are specified in Scopus's
filings with the Securities and Exchange Commission, including
Scopus's Annual Report on Form 20-F for the year ended December 31,
2007, under headings such as "Risk Factors" and "Operating and
Financial Review and Prospects." Except for Scopus's ongoing
obligations to disclose material information under the federal
securities laws, Scopus undertakes no obligation to release any
revisions to any forward-looking statements, to report events or to
report the occurrence of unanticipated events unless required by
law. Additional Information and Where to Find It In connection with
the proposed merger transaction, Scopus has delivered a proxy
statement to its shareholders and has submitted a copy thereof to
the Securities and Exchange Commission on a report on Form 6-K on
January 6, 2009. The proxy statement and other documents may be
obtained for free by directing such request to Scopus: Company
Contact: Moshe Eisenberg Chief Financial Officer Tel:
+972-3-900-7100 Investor Relations Contact: Ehud Helft / Kenny
Green GK Investor Relations Tel: (US) +1-646-201-9246 For more
information visit: http://www.scopus.net/ DATASOURCE: Scopus Video
Networks Ltd CONTACT: Company Contact: Moshe Eisenberg, Chief
Financial Officer, Tel: +972-3-900-7100, . Investor Relations
Contact: Ehud Helft / Kenny Green, GK Investor Relations, Tel: (US)
+1-646-201-9246,
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