Envivio, Inc. (Nasdaq:ENVI), a leading provider of software-based
video processing and delivery solutions, today announced that it
has entered into a definitive agreement to be acquired by Ericsson,
a provider of communications technology and services.
"The uniting of Envivio's pioneering software solutions and
Ericsson's strength in the marketplace is a great combination for
our customers and stockholders," said Julien Signès, founder and
CEO of Envivio. "Ericsson shares a similar vision for the
future of video processing and shift to software defined and
virtualized encoding solutions. Ericsson brings tremendous
resources, a broad product and solutions portfolio and reach that
will accelerate the adoption of Envivio's software-based video
solutions."
As part of Ericsson's TV and Media business, Envivio will
continue to work with its customers and partners to develop its
current software based video solutions for video processing,
delivery and monetization. Envivio's customers will be able to rely
on the global stability and scale and the strong commitment of
Ericsson in the TV and Media business with access to Ericsson's
full portfolio of products, solutions, and global services
expertise.
"Our consumer research clearly shows that viewers are demanding
TV on their terms on any device, and expecting experiences that
continually evolve," said Per Borgklint, Senior Vice President and
Head of Business Unit Support Solutions at Ericsson. "We are
committed to offering our customers a clear path towards fully
agile cloud agnostic platforms that delight TV consumers. I look
forward to welcoming the market leader in pure software-defined
video encoding, processing, and packaging into Ericsson. The
combination will strengthen our encoding position with both custom
silicon and pure software encoding, delivering performance and
flexibility."
Under the terms of the definitive agreement, Ericsson will
commence a cash tender offer to purchase all of Envivio's
outstanding shares, with a merger following the completion of the
tender offer which would result in all shares not tendered in the
tender offer being converted into the right to receive $4.10 per
share. Certain of Envivio's major stockholders, collectively owning
approximately 34 percent of Envivio's outstanding common stock,
have entered into a tender and support agreement with Ericsson
committing to tender all of their Envivio shares in the tender
offer and to vote in favor of the merger. The acquisition is
expected to close in the fourth quarter of 2015, subject to
customary closing conditions.
The board of directors of Envivio has unanimously agreed to
recommend that Envivio's stockholders tender their shares to
Ericsson in the tender offer.
For further information regarding all terms and conditions
contained in the definitive merger agreement, please see Envivio's
Current Report on Form 8-K, which will be filed in connection with
this transaction.
About Envivio
Envivio (NASDAQ:ENVI) is a global market leader and innovator of
video software solutions that are trusted by video service
providers and content companies worldwide to power stunning video
quality and captivating, personalized experiences to our millions
of viewers on any device, over any network. Leveraging our
pioneering and technically superior virtualized video delivery
solutions, we enable video operators of any size to increase
revenues and reduce costs while uniquely providing the
best-in-class quality, reliability, efficiency, and scalability to
support the new age of video anywhere. Envivio is
headquartered in San Francisco, California with offices worldwide
in France, China and Singapore. Visit www.envivio.com for more
information, or connect with us on LinkedIn.
About Ericsson
Ericsson (NASDAQ:ERIC) is the driving force behind the Networked
Society - a world leader in communications technology and services.
Our long-term relationships with every major telecom operator in
the world allow people, business and society to fulfill their
potential and create a more sustainable future.
Our services, software and infrastructure - especially in
mobility, broadband and the cloud - are enabling the telecom
industry and other sectors to do better business, increase
efficiency, improve the user experience and capture new
opportunities.
With approximately 115,000 professionals and customers in 180
countries, we combine global scale with technology and services
leadership. We support networks that connect more than 2.5 billion
subscribers. Forty percent of the world's mobile traffic is carried
over Ericsson networks. And our investments in research and
development ensure that our solutions - and our customers - stay in
front.
Founded in 1876, Ericsson has its headquarters in Stockholm,
Sweden. Net sales in 2014 were SEK 228.0 billion (USD 33.1
billion). Ericsson is listed on NASDAQ OMX stock exchange in
Stockholm and the NASDAQ in New York.
Important Additional Information
The tender offer for the outstanding common stock of Envivio has
not yet commenced. This communication is for informational purposes
only and it is neither an offer to purchase nor a solicitation of
an offer to sell shares of Envivio common stock. At the time the
tender offer is commenced, Ericsson will file a tender offer
statement, containing an offer to purchase, a form of letter of
transmittal and other related tender offer documents with the
Securities and Exchange Commission (the "SEC"), and Envivio will
file a Solicitation/Recommendation Statement on Schedule 14D-9
relating to the tender offer with the SEC. Envivio's stockholders
are strongly advised to read these tender offer materials, as well
as any other documents relating to the tender offer and the
associated transactions that are filed with the SEC, carefully and
in their entirety when they become available, and as they may be
amended from time to time, because they will contain important
information about the tender offer that Envivio's stockholders
should consider prior to making any decisions with respect to the
tender offer. Once filed, stockholders of Envivio will be able to
obtain a free copy of these documents at the website maintained by
the SEC at www.sec.gov or by directing a request to Ericsson,
Investor Relations, +46 10 719 00 00 or e-mail:
investor.relations@ericsson.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including
statements regarding the anticipated benefits of the proposed
acquisition of Envivio by Ericsson, the potential impact to
Envivio's customers of the proposed acquisition of Envivio and
other statements relating to the combined entity following the
proposed acquisition. Although we attempt to be accurate in
making forward-looking statements, it is possible that future
circumstances might differ from the assumptions on which such
statements are based. Important factors that could cause results to
differ materially from the statements herein include the following,
general economic risks; execution risks with acquisitions; closing
conditions; risks associated with sales not materializing based on
a change in circumstances; disruption to sales following
acquisitions; increasing competitiveness in the video processing
and delivery market; ability to retain key personnel from the
acquisition, unexpected changes in Envivio's business, the loss of
significant customers, changes in capital spending in the markets
Envivio serves, the failure of Envivio's target markets to develop
as anticipated, disruption with existing channel partners,
unpredictable sales cycles, fluctuations in operating results,
failure to develop new and enhanced products in a timely manner,
the loss of a key customer or customers, the loss of a key supplier
or suppliers, claims of technology infringement, general economic
conditions and other risks detailed from time to time in Envivio's
Quarterly Report on Form 10-Q for the three months ended April 30,
2015 and other SEC reports, which can be found at www.sec.gov.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
All forward-looking statements herein reflect our opinions only as
of the date of this release, and we undertake no obligation, and
expressly disclaim any obligation, to update forward-looking
statements herein in light of new information or future events.
CONTACT: NMN Advisors
Investor Relations
Avelina Kauffman
ir@envivio.com
+1.510.344.2664
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