Posting of Circular
22 1월 2009 - 12:58AM
UK Regulatory
TIDMDTK
RNS Number : 0333M
Dmatek Ld
21 January 2009
DMATEK LTD.
PROPOSED SALE OF DMATEK TO AN INVESTOR GROUP LED BY
FRANCISCO PARTNERS
DESPATCH OF CIRCULAR AND NOTICE OF SHAREHOLDER MEETINGS
January 21, 2009, Tel Aviv, Israel - Dmatek (LSE: DTK), a leading global
provider of remote people monitoring technologies, is today posting a circular
to shareholders regarding the proposed sale of Dmatek to an investor group led
by Francisco Partners.
Introduction and summary
It was announced on 29 December 2008 that the Independent Directors had reached
agreement on the terms of a recommended sale to a special purpose investment
vehicle established and funded by an investor group led by Francisco Partners,
of the entire issued and to be issued share capital of Dmatek by way of a merger
in accordance with the Law. Additional members of the investor group include
Sequoia and certain existing shareholders and officers of Dmatek.
Under the terms of the Merger, the Cash Consideration is:
For each Share 215 pence in cash
The Cash Consideration represents a premium of:
* approximately 82 per cent. to the Closing Price of 118 pence per Share on 6
October 2008, being the last dealing day before the Company confirmed that it
was in discussions relating to a possible offer;
* approximately 81 per cent. to the Closing Price of 118.5 pence per Share on 19
November 2008, being the last business day prior to the clarification
announcement released by the Company; and
* approximately 51 per cent. to the Closing Price of 142.5 pence per Share on 24
December 2008, being the last business day prior to the Announcement.
The Merger values the entire issued and to be issued ordinary share capital of
the Company at approximately GBP53 million.
The Purchaser has received irrevocable commitments to vote in favour of the
Merger and in favour of the ancillary transactions and arrangements from
Shareholders who among them hold 6,902,323 Shares, representing approximately
30.93 per cent. of the existing issued share capital of the Company.
The Equity Consideration Shareholders (which include Mr Michael Rosehill, a
Director), who together hold 9.33 per cent. of the issued share capital of
Dmatek (and 8.44 per cent on a fully diluted basis), will not receive cash under
the Merger but will exchange their Shares for a continuing investment in Holdco.
In addition, Mr Yoav Reisman, the chief executive, intends to accept the Cash
Consideration in respect of all his Shares and options and intends immediately
after the Effective Time to use substantially all his Cash Consideration to
subscribe for shares in Holdco.Insofar as the participation in Holdco by Mr
Reisman and Mr Rosehill constitutes the Merger as a related party transaction
under the Listing Rules, the approval of Independent Shareholders is in any
event required at the separate Cash Consideration Shareholders Meeting.
Accordingly, Mr Reisman and Mr Rosehill will not vote at the Cash Consideration
Shareholders Meeting and they have undertaken to take all reasonable steps to
ensure that their associates will not vote at the meeting.
Circular
The Company is today posting a circular to Shareholders explaining the
background to the Merger and reasons why the Independent Directors consider the
terms of the Merger to be fair and reasonable, in the best interests of all
Shareholders, and why they unanimously recommend that Shareholders vote in
favour of the Merger and in favour of certain ancillary transactions and
arrangements, all of which must be approved in order for the Merger to complete.
Shareholders should note that as Dmatek is incorporated in the State of Israel
it is not subject to the rules of the Takeover Code in the UK.
Pursuant to the Law, Shareholder approval for the Merger is required and the
Circular is convening the EGM and two separate class meetings, the latter
required in connection with the divergent interests of certain shareholders
under the terms of the Merger Agreement, all to be held in Tel Aviv on Wednesday
25 February 2009. The approval of the Merger by the Shareholders at the EGM and
at both class meetings is required in order for the Merger to complete. In
respect of the Resolution to approve the Merger at the EGM and each such class
meeting, such approval requires the affirmative vote of Shareholders who are
present in person or by proxy and entitled to vote and who represent not less
than 75 per cent. of the voting power of such Shareholders.
Background to and reasons for recommending the Merger
As Shareholders know, in recent years the Company has demonstrated continued
growth and has expanded organically as well as through considered acquisitions.
This strong performance was again reflected in the unaudited results for the six
months ended 30 June 2008, which were announced on 26 August 2008, in which
Dmatek achieved revenue of $26.3m (2007: $20.4m) and profit before tax of $3.4m
(2007: $0.6m). Our latest trading update, which was released on 15 January 2009,
confirmed the continuation of this strong performance.
The acquisition by the Company of Pro Tech in early 2007 has transformed the
business in terms of scale, visibility and risk. Dmatek believes that it has
achieved the successful integration of Pro Tech within the business by
effectively dealing with the increased scope of activities on all operational
levels.
However, despite this record of excellent results, the successful integration of
Pro Tech and the positive growth prospects of Dmatek, the Company's share price
has not reflected this progress. Furthermore, as the Shares are tightly held and
trading volumes are extremely low, Shareholders do not have real liquidity or
the ability to sell shares without significant impact on the share price.
The Independent Directors believe that the niche nature of Dmatek's focus on the
electronic monitoring technology sector, which receives relatively little trade
and financial analyst coverage, its relatively small market capitalisation and
tight share ownership have impacted negatively on its share price during the
last few years and see no reason why this will change in the foreseeable future.
Last year, Francisco Partners approached Dmatek with a view to making an offer
for the Company. Against the background explained above, the Board decided that
this approach represented a sufficiently attractive option to Shareholders such
that they should enter into formal discussions. These discussions have
culminated in the Merger that is now being recommended by the Independent
Directors.
Current stock market conditions further enhance the view of the Independent
Directors that the terms of the Merger and the Merger Agreement are attractive.
The price of 215 pence per Share for Cash Consideration Shareholders represents
a significant premium of 82 per cent. to the Closing Price as at 6 October 2008,
being the last business day before the Company confirmed that it was in
discussions relating to a possible offer. In the opinion of the Independent
Directors, the price represents reasonable value for Shareholders and an
opportunity for all Shareholders to liquidate their investment, free of any
dealing costs, at a price which may not be otherwise achievable in the short and
medium term.
Intentions of major Shareholders and irrevocable commitments
It is intended that the Equity Consideration Shareholders who among them hold
2,081,745 Shares representing 9.33 per cent. of the issued share capital (and
8.44 per cent. on a fully diluted basis) will become, immediately following and
as a result of the Merger and the transactions contemplated pursuant to the
Equity Commitment Letter, shareholders of Holdco.
The Equity Consideration Shareholders have irrevocably undertaken to vote in
favour of the Merger and the ancillary transactions and arrangements.
The Purchaser has also received an irrevocable undertaking to vote in favour of
the Merger and the ancillary transactions and arrangements from HQ L.P.
(affiliated with Inflexion Private Equity Partners LLP), a Cash Consideration
Shareholder, in respect of 4,075,904 Shares, representing 18.26 per cent. of the
current issued share capital.
Mr Yoav Reisman, the Company's CEO, holds 666,977 Shares and options in respect
of 734,494 Shares (representing 2.99 per cent. of the Company's issued share
capital and 5.68 per cent. on a fully diluted basis). The Purchaser views Mr
Reisman as key to the future success and growth of the business and has made it
a condition of the Merger that Mr Reisman continues his employment with the
Company and that he maintains an equity stake in Holdco going forward. Mr
Reisman has agreed to accommodate this requirement by executing a new employment
agreement with the company which will become effective as of the Effective Time,
and has irrevocably undertaken to vote in favour of the Merger and the ancillary
transactions and arrangements and will re-invest substantially all the Cash
Consideration attributable to his Shares and options in equity in
Holdco.
Information on Purchaser
The Purchaser is an investment vehicle controlled by Francisco Partners and
incorporated for the purpose of acquiring the Company. Additional investors in
the Purchaser include Sequoia and certain existing shareholders and officers of
Dmatek.
Francisco Partners is one of the world's largest technology-focused private
equity funds. The firm was founded to pursue structured investments in
technology companies undergoing strategic, technological and operational
inflection points. Francisco Partners has invested in excess of $3 billion of
equity capital in over 50 technology companies.
Sequoia provides early stage and growth venture capital for founders and
executives who have turned ideas into sustainable companies of enduring value.
Board Independence
As Michael Rosehill, a Director of the Company and an Equity Consideration
Shareholder, Yoav Reisman and Asher Zysman are particularly interested in the
Merger, they have not taken part in the Board's evaluation of the Merger nor in
the recommendation given by the Independent Directors in relation to the Merger
and the ancillary transactions and arrangements.
EGM, class meetings and shareholder approval
The Circular contains full details of the matters requiring shareholder approval
and of the Resolutions required to implement the Merger and the ancillary
transactions and arrangements, all of which will be put to shareholders at the
EGM and at the relevant separate class meetings.
The EGM and class meetings will be convened for Wednesday 25 February 2009.
Copies of the Circular will be submitted to the UK Listing Authority and will
shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel no: +44 (0) 20 7066 1000
Recommendation
The Circular will contain the Board's recommendation to Shareholders that they
should vote in favour of the Merger and the ancillary transactions and
arrangements as it intends to do in respect of its aggregate holdings of 691,777
Shares, representing 3.1 per cent. of the issued share capital of the Company.
Contact Information:
Dmatek Ltd.
Idit Mor mobile: 07834 126 742 ; +972 54 2555 860
idit@dmatek.com
BDO Stoy Hayward Corporate Finance
Michael Cobb +44 (0) 207 486 5888
About Dmatek Ltd
Dmatek is a leading provider of remote people monitoring technologies. Current
applications of the company's technology solutions are marketed by Dmatek's
wholly owned subsidiaries - Elmo-Tech Ltd., and Pro-Tec Inc. which address the
global law enforcement and corrections industry and HomeFree Systems, which
operates in the emerging elderly monitoring market. Dmatek's systems are used by
private operators and government agencies in over 25 countries worldwide. The
company was founded in 1990 and is based in Tel Aviv, Israel. For more
information, visit www.dmatek.com.
About Francisco Partners
Francisco Partners is one of the world's largest technology-focused private
equity funds with offices in San Francisco and London. The firm was founded to
pursue structured investments in technology companies undergoing strategic,
technological, and operational inflection points. Francisco Partners targets
majority and minority investments in private companies, public companies, and
divisions of public companies, with transaction values ranging from $30 million
to $2.0 billion. The principals of Francisco Partners have a proven track
record, having invested in excess of $3.0 billion of equity capital in over 50
technology companies. For additional information, visit
www.franciscopartners.com.
DEFINITIONS
The following definitions apply throughout this announcement unless the context
otherwise requires:
+----------------------------+----------------------------------------------------+
| "Announcement" | the announcement of the Merger released by the |
| | Company on 29 December 2008 |
+----------------------------+----------------------------------------------------+
| "Board" or "Directors" | the directors of the Company |
+----------------------------+----------------------------------------------------+
| "Cash Consideration" | 215 pence per Share |
+----------------------------+----------------------------------------------------+
| "Cash Consideration | all Shareholders other than the Equity |
| Shareholders" | Consideration Shareholders |
+----------------------------+----------------------------------------------------+
| "Cash Consideration | a class meeting of the Cash Consideration |
| Shareholders' Meeting" | Shareholders other than the Interested Cash |
| | Consideration Shareholders to be held at |
| | 11:30am Israel time on Wednesday 25 February 2009, |
| | a notice of which is set out on in the Circular |
+----------------------------+----------------------------------------------------+
| "Closing Price" | the closing middle market quotation of a relevant |
| | share derived from the LSE's publication the |
| | "Daily Official List" |
+----------------------------+----------------------------------------------------+
| "Dmatek" or the "Company" | Dmatek Ltd. |
+----------------------------+----------------------------------------------------+
| "Equity Consideration" | the shares of Holdco to be issued to the Equity |
| | Consideration Shareholders as provided in the |
| | Merger Agreement and the Equity Commitment Letter |
+----------------------------+----------------------------------------------------+
| "Equity Consideration | LTG International Limited, Provident Investments |
| Shareholders" | Limited, Consolidated Credit Banks Limited, Mr |
| | Julian Lewis and Mr Michael Rosehill |
+----------------------------+----------------------------------------------------+
| "Equity Consideration | a class meeting of the Equity Consideration |
| Shareholders' Meeting" | Shareholders and the Interested Cash Consideration |
| | Shareholders, to be held at 12:00pm Israel time on |
| | Wednesday 25 February 2009, a notice of which is |
| | set out on in the Circular |
+----------------------------+----------------------------------------------------+
| "Extraordinary General | the extraordinary general meeting of the |
| Meeting" or "EGM" | Shareholders to be held at 11:00am Israel time on |
| | Wednesday 25 February 2009, a notice of which is |
| | set out in the Circular |
+----------------------------+----------------------------------------------------+
| "Francisco Partners" | Francisco Partners II (Cayman), L.P. |
+----------------------------+----------------------------------------------------+
| "Group" | the Company and its subsidiaries |
+----------------------------+----------------------------------------------------+
| "Holdco" | the Purchaser or another corporation or entity |
| | which will, at the Effective Time, own 100 per |
| | cent. of the Purchaser's issued share capital |
+----------------------------+----------------------------------------------------+
| "Independent Directors" | the Directors other than Yoav Reisman, Michael |
| | Rosehill and Asher Zysman |
+----------------------------+----------------------------------------------------+
| "Independent Shareholders" | the Shareholders other than the Equity |
| | Consideration Shareholders and the Interested Cash |
| | Consideration Shareholders |
+----------------------------+----------------------------------------------------+
| "Interested Cash | Yoav Reisman and Guy Greitser |
| Consideration | |
| Shareholders" | |
+----------------------------+----------------------------------------------------+
| "Law" | the Israeli Companies Law, 5759-1999 (together |
| | with the regulations promulgated thereunder, both |
| | as amended) |
+----------------------------+----------------------------------------------------+
| "Listing Rules" | the listing rules made by the Financial Services |
| | Authority acting as competent authority pursuant |
| | to Part IV of the Financial Services and Markets |
| | Act 2000 |
+----------------------------+----------------------------------------------------+
| "LSE" | London Stock Exchange plc |
+----------------------------+----------------------------------------------------+
| "Merger" | the transaction whereby Merger Sub will merge with |
| | and into the Company as provided in the Merger |
| | Agreement and in accordance with the provisions of |
| | sections 314 to 327 (inclusive) of the Law, |
| | following which Merger Sub will cease to exist, |
| | the Company will survive the merger and become an |
| | indirect wholly-owned subsidiary of the Purchaser, |
| | and the Shares will be converted and exchanged |
| | into the right to receive the relevant Merger |
| | Consideration |
+----------------------------+----------------------------------------------------+
| "Merger Agreement" | the agreement and plan of merger dated 28 December |
| | 2008 (as amended on 20 January 2009) made by and |
| | among (1) Purchaser, (2) Merger Sub and (3) the |
| | Company, further information concerning which is |
| | set out in Part II of this document |
+----------------------------+----------------------------------------------------+
| "Merger Certificate" | the certificate to be issued by the Israeli |
| | Registrar in accordance with the Law after |
| | fulfilment of all other conditions to the Merger |
| | and which when issued will result in the Merger's |
| | becoming effective in accordance with the Law and |
| | the Merger Agreement |
+----------------------------+----------------------------------------------------+
| "Merger Consideration" | the Cash Consideration or the Equity Consideration |
| | as applicable for each Shareholder, as provided in |
| | the Merger Agreement |
+----------------------------+----------------------------------------------------+
| "Merger Proposal" | the merger proposal to be filed with the Israeli |
| | Registrar shortly after the date of this document |
| | in accordance with the Law |
+----------------------------+----------------------------------------------------+
| "Merger Sub" | D.M.A. Acquisitions Ltd., a company incorporated |
| | under the laws of the State of Israel with company |
| | number 51-421256-2 |
+----------------------------+----------------------------------------------------+
| "NIS" | New Israeli shekels |
+----------------------------+----------------------------------------------------+
| "Pro Tech" | Pro Tech Monitoring, Inc., a subsidiary of the |
| | Company |
+----------------------------+----------------------------------------------------+
| "Purchaser" | S.R.T. 1 Ltd. a company incorporated under the |
| | laws of the State of Israel with company number |
| | 51-421128-3 |
+----------------------------+----------------------------------------------------+
| "Resolutions" | the resolutions to be proposed at the Shareholder |
| | Meetings |
+----------------------------+----------------------------------------------------+
| "Sequoia" | Sequoia Capital Israel IV, L.P. |
+----------------------------+----------------------------------------------------+
| "Share" | one ordinary share of NIS 0.01 each in the capital |
| | of the Company, or, unless the context otherwise |
| | indicates, one Depository Interest |
+----------------------------+----------------------------------------------------+
| "Shareholders" | holders of Shares |
+----------------------------+----------------------------------------------------+
| "Shareholder Meetings" | the Cash Consideration Shareholders' Meeting, the |
| | Equity Consideration Shareholders' Meeting and the |
| | EGM |
+----------------------------+----------------------------------------------------+
| "Surviving Corporation" | Dmatek, immediately after the Merger becomes |
| | effective |
+----------------------------+----------------------------------------------------+
| '$' | US dollars |
+----------------------------+----------------------------------------------------+
| 'GBP' | pounds sterling |
+----------------------------+----------------------------------------------------+
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
References to times or dates are those times or dates in London, England, unless
otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
STRPUUCCGUPBGAG
Dmatek Ld (LSE:DTK)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Dmatek Ld (LSE:DTK)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
