Google and
Global IP Solutions 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. Concurrently with the offer and conditional upon its successful completion, GIPS intends, in collaboration with the offeror, to submit a cash offer to the holders of all outstanding GIPS stock options, whether vested or unvested, at a price based on a Black-Scholes valuation.
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.