OBAS NEWS!!! Buying out a CA firm.. Gives an end-to-end MediaGateway solution!
Monday December 4, 6:01 am Eastern Time
Press Release
SOURCE: Optibase, Ltd.
Optibase Ltd. to Acquire Viewgraphics Incorporated
Acquisition Reinforces Optibase's Media Gateway Strategy for Video-Over-IP Solutions and Extends U.S. Presence
HERZLIYA, Israel, Dec. 4 /PRNewswire/ -- Optibase, Ltd. (Nasdaq: OBAS - news), today announced that it has signed definitive agreements to acquire Viewgraphics, Inc. Optibase's Board of Directors has approved the agreements. Viewgraphics, a privately held company based in Mountain View, California, is a leading provider of hardware and software solutions used for the manipulation and transmission of broadcast-quality digital video over broadband networks. These solutions are used for applications such as interactive TV, video-on-demand and datacasting.
The acquisition will propel the adoption of Optibase's Media Gateway solutions into the broadband networking market and is another step in Optibase's evolution to become the premier provider of digital media solutions as part of the network infrastructure. Jack Krooss, founder and CEO of Viewgraphics, will join Optibase's Board of Directors and assume a top management position. By adding Viewgraphics' 43 employees to its U.S. subsidiary, Optibase will also secure the talents of a skilled engineering team in Silicon Valley with expertise in digital video manipulation and transport technology.
Commenting on the transaction, Ran Eisenberg, Chairman and CEO of Optibase Ltd. said, ``Today's announcement signifies an important inflection point in Optibase's history. Since its inception, Optibase has been at the forefront of digital video technology, continuously pushing the envelope of video-based applications. Today's announcement takes this critical role one step further by leveraging our depth of experience in digital video to encompass transport technology. This will bring us closer to being an end-to-end provider of digital video solutions for broadband networks. Viewgraphics' products for digital media transmission and conversion complement Optibase's core technologies and product offerings. In addition to expanding our product line, we are taking on a team of highly skilled engineers who bring value-added expertise in the media streaming space. Furthermore, the acquisition will broaden Optibase's reach by increasing its presence in the U.S., closer to some of its key customers.''
Mr. Eisenberg also remarked, ``Viewgraphics brings a set of key assets which are important to the execution of our Media Gateway strategy. The Viewgraphics technologies, in the fields of protocol conversion, such as DVB (Digital Video Broadcasting) to IP, and its splicing capabilities, which enable local content insertion, complement Optibase's transcoding technologies. Viewgraphics' solutions are used today by industry leaders such as SeaChange International, for its video servers for the broadcast market; OpenTV and Liberate for their interactive TV infrastructure platforms; and Worldgate for use in their television-based Internet gateways.''
``Viewgraphics and Optibase share a common vision to drive the growth of the Internet through convergence-based applications including interactive digital television and video on demand, said Jack Krooss, CEO and founder of Viewgraphics. ''Optibase's core expertise in digital video streaming solutions, combined with our transport technology, will enable us to realize the great potential of Internet-based video applications. We are very excited about the opportunity to join forces with Optibase and look forward to building the next generation video networking products.``
Mr. Eisenberg finalized, ``The acquisition of Viewgraphics brings with it technological, strategic and financial synergies. The integration of Viewgraphics will be seamless as each of our technologies and products are complementary on several levels. Given the cross-selling opportunities and economies of scale that exist, we expect the transaction to be accretive to earnings in the first full year of the combination, measured on a pro forma operating basis, excluding acquisition-related charges including goodwill and compensation expenses.''
Under the terms of the agreement, Optibase will first purchase all of Viewgraphics Intellectual Property. Optibase will then acquire all of Viewgraphics' outstanding shares, options and warrants. The aggregate consideration will amount to approximately $30 million in cash and 1.37 million newly issued shares of Optibase's common stock. Optibase will also assume the unvested options of Viewgraphics. When completed, Viewgraphics will operate as a wholly owned subsidiary of Optibase, Inc., the U.S. subsidiary of Optibase Ltd. The transaction is subject to customary closing conditions and is expected to be finalized by mid-December 2000.
About Optibase
Optibase, Ltd. provides high-quality, cost effective products that enable the preparation and delivery of digital media over broadband networks. Optibase has created a breadth of product offerings used in applications, such as: Video-on-demand, real-time video streaming, digital video archiving, distance learning and business television. Headquartered in Israel, Optibase operates through its fully owned subsidiary in San Jose, California and offices in the U.K., France, Japan and China. Optibase products are marketed in over 40 countries through a combination of direct sales, independent distributors, system integrators and OEM partners. For more information, visit www.optibase.com.
About Viewgraphics, Inc.
Viewgraphics, a privately held company based in Mountain View, CA, is a leading provider of hardware and software solutions used for the manipulation and transmission of broadcast-quality digital video over broadband networks. These solutions are used in applications including interactive TV, video-on-demand and datacasting. For more information, visit www.viewgraphics.com.
Conference Call
A conference call is scheduled for today, Monday, December 4, 2000 at 16:30pm EST. The call will be web cast live and can be accessed via the Vcall Web site at www.vcall.com.
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. Specifically, the statements regarding the prospect of the acquisition, including the integration of technology and products, marketing potential and earnings, are forward looking, and involve certain risks and uncertainties associated with an acquisition. Actual results could differ materially from such forward-looking statements. For a more detailed discussion of other risks that may cause actual results to differ from the forward looking statements in this news release, please refer to Optibase's Registration Statement on Form F-1 and Annual Report on Form 20-F filed with the United States Securities and Exchange Commission. The transaction is subject to the satisfaction of closing conditions to be set forth therein.
This release and prior releases are also available on the Company's Web site at www.optibase.com.
This release and prior releases are also available on the KCSA Public Relations Worldwide Web site at www.kcsa.com.
SOURCE: Optibase, Ltd. |
