SCOPUS ACQUIRED BY
HARMONIC
– OBTAINED WITHHOLDING TAX RULING FROM THE ISRAELI TAX AUTHORITY –
TEL AVIV, March 12, 2009 –
Scopus Video Networks Ltd. (NASDAQ: SCOP)
, a provider of digital video networking
products, today announced that it has completed its previously announced sale pursuant to
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 has been
acquired by Harmonic through a merger of Sunrise Acquisition Ltd. with and into Scopus.
Under the terms of the merger
agreement, which was approved by approximately 90% of the outstanding shares of Scopus
voting at a special meeting held on February 6, 2009, each ordinary share of Scopus issued
and outstanding as of today has been automatically converted into the right to receive
US$5.62 in cash (subject to applicable withholding taxes).
In connection with the merger, Scopus
has obtained a pre-ruling from the Israeli Tax Authority with respect to the withholding
obligations relating to the merger consideration. According to the pre-ruling, subject to
certain exceptions, Scopus shareholders will be subject to withholding tax at the rate of
25%, except that Scopus shareholders that are (1) non-Israeli residents, who hold less
than 5% of Scopus’ share capital and purchased their shares following Scopus’
IPO, will be fully exempt from Israeli withholding tax and (2) individuals will be subject
to withholding tax at the rate of 20%. More detailed information about the tax ruling, the
Israeli withholding tax rates and a declaration form to be signed by each of the
applicable shareholders, will be included with the transmittal letter which will be sent
to Scopus shareholders in the coming days.
In connection with the closing,
trading of Scopus shares on the NASDAQ will cease today and Scopus will de-list its shares
from the NASDAQ.
Shareholders who possess Scopus share
certificates will receive a letter of transmittal with detailed instructions, along with a
tax declaration form, from the appointed paying agent, BNY Mellon Shareowner Services,
regarding the surrender of their certificates for the merger consideration. For shares
held in street name by a broker, bank or other nominee, the broker, bank or other nominee
will handle the exchange of shares for the shareholders and will provide them with any
relevant instructions for effecting the exchange.
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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 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. 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.
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Company Contact:
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Moshe Eisenberg
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Chief Financial Officer
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Tel: +972-3-900 7100
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Moshee@scopus.net
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For more information visit:
www.scopus.net
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Corporate Office
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Americas
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Scopus Video Networks Ltd.
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Scopus Video Networks Inc.
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10 Ha'amal St, Park-Afek, Rosh-Ha'ayin 48092, Israel
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3 Independence Way, Princeton, New-Jersey 08540
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Tel: + 972-3-9007777, Fax: + 972-3-9007888
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Tel: (609) 987-8090, Fax: (609) 987-8095
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E-mail:
info@scopus.net
www.scopus.net
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E-mail:
info@scopususa.com
www.scopususa.com
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