MOUNTAIN VIEW (California): Google Inc. (Nasdaq: GOOG) and Global IP Solutions (GIPS) Holding AB (publ) (OSE: GIPS) today announced that they have entered into a transaction agreement under which Google Acquisition Holdings Inc., a wholly owned subsidiary of Google, will make a recommended voluntary public cash offer to acquire all the issued and to be issued shares of GIPS for NOK 13.0 (USD 2.12) in cash per share, or an aggregate price of approximately NOK 421 million (USD 68.2 million) based on the currently issued and outstanding share capital of GIPS.
"The Web is evolving quickly as a development platform, and real-time video and audio communication over the Internet are becoming important new tools for users," said Rian Liebenberg, Engineering Director at Google. "GIPS's technology provides high quality, real-time audio and video over an IP network, and we're looking forward to working with the GIPS team at Google to continue innovating for the Web platform."
"This is an exciting milestone for GIPS as we join Google with a shared vision to transform and accelerate IP communications," said Emerick Woods, Global IP Solutions CEO. "With Google's global reach, scale and widely recognized leadership, we are confident that our existing customers will continue to be fully supported while we continue to enhance and extend our products and technology at Google."
The offer price represents a premium of 142.1% over the closing share price of GIPS stock (adjusted for the rights issue in GIPS completed in March 2010) on January 11, 2010, the last trading day prior to GIPS making a public announcement of strategic interest from a potential buyer, a premium of 170.8% over the subscription price per share of GIPS stock in the last rights offering completed in March 2010 and a premium of 27.5% compared to the closing share price on 14 May, 2010, the last trading day prior to the offeror's public announcement of its intention to make the offer. Furthermore, the offer price represents a premium of 54.6% compared to the adjusted volume weighted average market price for the last three month period prior to the announcement of the transaction.
The completion of the offer will be subject to the satisfaction or waiver by the offeror of customary conditions, including acceptance of the offer by the holders of at least 90% of the GIPS share capital on a fully diluted basis. The transaction is not currently expected to require approval by competition authorities in any jurisdiction. The offer will not be subject to any financing condition and will be funded from Google's existing cash resources.
Following the successful completion of the offer, the offeror intends to cause GIPS to submit an application to delist the GIPS stock from the Oslo Stock Exchange and to initiate compulsory acquisition proceedings with respect to the remaining minority shareholdings in GIPS in accordance with Swedish law.
An offer document setting forth in detail the terms of the offer is expected to be published and distributed to all GIPS shareholders on or about 20 May, 2010, following review and approval by the Oslo Stock Exchange. The expiration date of the offer is expected to be on or about 4 June, 2010, as it may be extended by the offeror in accordance with the offer document and applicable law. In the event the conditions to the offer are not satisfied or waived by the offeror prior to 31 August, 2010, the offer will lapse.
Based on the information provided on the date hereof, the board of directors of GIPS has made a resolution to recommend the offer. The statutory required statement from the board of directors of GIPS will be included in the offer document. Certain GIPS shareholders, including Kistefos Venture Capital AS and Kistefos Venture Capital II DA, have irrevocably committed to accept the offer with respect to approximately 50% of the outstanding shares and votes of GIPS.
GIPS has entered into a transaction agreement with Google which, among other things, regulates the offer process, imposes restrictions on certain actions by GIPS outside the ordinary course of business and contains non-solicitation provisions. The transaction agreement also provides that the board of directors of GIPS may only withdraw its recommendation on certain terms and conditions.
SEB Enskilda is acting as Google's sole strategic and financial advisor in the transaction and as the receiving agent for the offer. ABG Sundal Collier Norge ASA is acting as financial advisor to the GIPS board of directors.
The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of GIPS. On or about 19 May, 2010, the offeror plans to publish and distribute to all GIPS shareholders of record an offer document setting forth the terms of the offer. The offer document will contain important information about the offeror, GIPS, the transaction and related matters. Investors and GIPS shareholders are urged to read the offer document carefully when it becomes available. Investors will be able to obtain free copies of the offer document by contacting SEB Enskilda, the receiving agent for the offer, at +47 21008500 or by visiting www.sebenskilda.no.
The offer will not be made in any jurisdiction in which the making of the offer would not be in compliance with the laws of such jurisdiction.
About Global IP Solutions
Global IP Solutions (GIPS) provides best-in-class voice and video processing in IP communications. GIPS enables its customers to deliver unmatched quality, with a faster time to market and less risk than alternative solutions. GIPS serves application developers, service providers, and network equipment vendors. Its customer list includes Nortel, Oracle, Samsung, WebEx, Yahoo!, AOL and other key players in the VoIP market. The company is headquartered in San Francisco with offices in Stockholm, Boston and Hong Kong. More information at www.gipscorp.com.
About Google Inc.
Google's innovative search technologies connect millions of people around the world with information every day. Founded in 1998 by Stanford Ph.D. students Larry Page and Sergey Brin, Google today is a top web property in all major global markets. Google's targeted advertising program provides businesses of all sizes with measurable results, while enhancing the overall web experience for users. Google is headquartered in Silicon Valley with offices throughout the Americas, Europe and Asia. For more information, visit www.google.com.
Caution Concerning Forward-Looking Statements
This document includes certain forward-looking statements, including statements regarding the expected timing of the transaction, Google's and GIPS's ability to complete the transaction, and the expected benefits of the transaction. These statements are based on the current expectations or beliefs of managements of Google and GIPS and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to (1) changes in economic, business, competitive, technological and/or regulatory factors, (2) failure to receive required approvals for the transaction, (3) failure to compete successfully in a highly competitive and rapidly changing marketplace, (4) failure to retain key employees, and (5) other factors affecting the operation of the respective businesses of Google and GIPS. More detailed information about these and other factors that may affect current expectations may be found in filings by Google with the U.S. Securities and Exchange Commission, including Google's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and in filings by GIPS with the Oslo Stock Exchange, including GIPS's most recent annual and quarterly reports. Google and GIPS are under no obligation to, and expressly disclaim any such obligation to, update or alter their respective forward-looking statements, whether as a result of new information, future events, or otherwise.
