B.O.S. Better On-line Solutions Ltd. Announces Signature of Term Sheet Regarding Surf Shares.Business Editors TERADYON, Israel--(BUSINESS WIRE)--Nov. 28, 2002 B.O.S will become the largest shareholder in Surf. In exchange, B.O.S will issue and allocate 19.9% of its shares to Catalyst B.O.S. Better On-line Solutions Ltd. (the "Company" or "B.O.S.") (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : BOSC, TASE TASE Tel Aviv Stock Exchange TASE The All Seeing Eye TASE Tactical Air Support Element TASE Thrust Assessment Support Environment TASE Telecontrol Application Service Elements (IEC communications protocol) : BOS) announced today that BOS. and Catalyst have signed a term sheet, specifying the exchange of shares of Surf and BOS. The final agreement is subject to board approvals. According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. the agreement, Catalyst will transfer most of its shares in Surf to B.O.S. In addition, B.O.S. shall have an option to purchase the remaining Catalyst shares in Surf in 3 years (1.1.2006). During this period B.O.S. shall be entitled to profits resulting from the sale of the remaining Catalyst shares. The voting rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. in these Surf shares will be transferred to B.O.S. In exchange, B.O.S. will issue and allocate 19.9% of its shares to Catalyst (16.7% on a fully diluted basis). The transaction is subject among other conditions, to the signing of definitive agreements, satisfactory due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , the receipt of a fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. and the non exercise of first refusal rights. Surf Communications Ltd. is a leading developer and supplier of software based Access solutions that provide enabling technology to OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and systems, providing data modem A modem used for sending data and not faxes. See modem and fax/modem. , fax and voice services over Packet Telephony Synonymous with IP telephony and voice over IP (VoIP), in which a digital voice stream is broken up into small chunks (packets) and transmitted over a packet-switched network. See IP telephony and packet switching. networks. In November 2001, Surf completed a financing round of $22 Million with a $48 Million post money valuation. Surf has some high - profile strategic investors, which include: Intel, Motorola and Texas Instruments. The Israeli venture funds that participated in this financing round included: Catalyst, Pitango, Giza and Sadot.. Israel Gal, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of B.O.S. has stated: "Our investment in Surf is strategic to BOS. and reflects the Company's policy to focus on its core business in the field of IP Telephony. This agreement will enable us to better realize the benefits arising out of the synergy existing between the Surf and B.O.S. technologies. In addition, in accordance with the terms of the deal, B.O.S. may realize gains if and when there will be an exit event of the Surf investment, as a result of an option clause in the agreement, which provides B.O.S with gain resulting from the sale of Surf shares that B.O.S is not yet holding, and that it is entitled to purchase from Catalyst, by January 2006.. With the completion of the transaction with Catalyst, B.O.S will become the largest shareholder in Surf with an equity interest of close to 18%, and exceeding 20% after the full exercise of all its rights". About B.O.S. B.O.S., publicly traded on NASDAQ and the Tel-Aviv Stock Exchange, provides IP telephony solutions, which are aimed at call centers and small to medium enterprises. In addition, the company provides connectivity solutions for IBM (International Business Machines Corporation, Armonk, NY, www.ibm.com) The world's largest computer company. IBM's product lines include the S/390 mainframes (zSeries), AS/400 midrange business systems (iSeries), RS/6000 workstations and servers (pSeries), Intel-based servers (xSeries) as well as printing solutions for various platforms. The ownership of BOS is divided among the public, Israel and Yael Gal, the Dovrat Group, the Wertheim Group, Jacob and Miran Lee and the employees. About Catalyst Catalyst, an Israeli Venture Capital Fund that invests in mature companies, private or public, was founded by Cukierman & Co. Investment House Ltd., leading in European investments in Israel. The Investment House has raised for Israeli companies approximately 300 Million Euro from European investors The Fund commenced its operation in mid 2000 and it is jointly managed by Edouard Cukierman and Boaz Harel. Its Chairman is Yair Shamir. Catalyst's investors include: HSBC HSBC Hongkong and Shanghai Banking Corporation HSBC Humane Society of Broward County (Florida) HSBC Humane Society of Bay County (Bay County, Michigan) , ABN AMRO Bank, the OTTO Group as well as Israel's Union bank. The Fund raised US$40 Million and has invested in 9 portfolio companies. Most of its funds are liquid and are intended to be invested within the next 2 years. The forward-looking statements contained herein reflect management's current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause the actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of BOS, including, but not limited to, those risks and uncertainties detailed in BOS' periodic reports and registration statements filed with the U.S. Securities Exchange Commission. |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion