Perion Completes Acquisition of Conduit's ClientConnect Creating a Leading Provider of Digital Solutions for Publishers
TEL AVIV, Israel & SAN FRANCISCO--(BUSINESS WIRE)--
Network Ltd. (NASDAQ: PERI) today announced the completion of the
acquisition of Conduit's ClientConnect business ("ClientConnect") in an
all-stock transaction, creating a leading data-driven technology company
with a proven lifecycle management platform that provides distribution,
monetization and analytics solutions to publishers.
Josef Mandelbaum, Perion's CEO, commented, "This transaction uniquely
positions Perion as a leader in the software distribution ecosystem.
Combined, we are focused on providing a variety of intelligent
data-driven solutions to help publishers increase distribution and
monetize their apps. Our vast network of developer partners, our many
end users and our shareholders will benefit from our increased scale,
driving exceptional reach and strong market recognition as we emerge
today as one of the largest global digital distribution and product
companies in the world."
"Our combined financial strength also enables us to significantly expand
our investment in the mobile space and data analytics, two areas we
believe will serve as the foundation for our top and bottom-line growth
in the years to come. This is the start of an exciting new day for
Perion. We have evolved from a small, product-focused company to a
platform-based industry leader with a range of revenue streams and
valuable expertise which will lead to incremental opportunities in the
future. We welcome the employees, shareholders and customers of
ClientConnect to Perion."
Conduit spun off its ClientConnect business, which includes its
monetization and distribution platform for publishers and developers.
The spun-off company has become a wholly owned subsidiary of Perion,
which issued approximately 54.8 million shares to ClientConnect's
selling shareholders, and approximately 2.8 million options to
ClientConnect's option holders, based on Perion's fully diluted share
count at closing. Perion is now owned approximately 81% by the existing
Conduit shareholders and option holders and 19% by existing Perion
shareholders and option holders, on a fully diluted basis.
Perion's shareholders overwhelmingly voted in favor of the acquisition
of ClientConnect in November 2013. Various standstill provisions were
put in place for major shareholders and no single shareholder owns more
than 15% of the shares outstanding post-closing. Key shareholders
include Benchmark Capital and JPMorgan Chase & Co. All former
ClientConnect shareholders will be subject to contractual lock-up
provisions prohibiting any public resale of their Perion shares for a
period of six months and imposing conditional resale restrictions in the
subsequent 18-month period.
About Perion Network Ltd.
Perion powers innovation. Perion is a global media and internet company,
providing online publishers and app developers advanced technology and a
variety of intelligent data-driven solutions to monetize their
application or content and expand their outreach to larger audiences.
Our CodeFuel line of products is a leading self-service platform with
simple integration and robust, built-in analytics that empower digital
businesses to optimize distribution and maximize revenue. Since 2000,
Perion has developed innovative software applications for both desktop
and mobile platforms, including Incredimail, Smilebox and SweetIM. Our
success in this space has positioned us to best understand the needs of
publishers, and enable developers to focus exclusively on creating
high-quality digital product and content. The Perion team brings decades
of experience, operating and investing in digitally-enabled businesses,
and we continue to innovate and create value for the app ecosystem. More
information about Perion may be found at www.perion.com.
Forward Looking Statements
This press release contains historical information and
forward-looking statements within the meaning of The Private Securities
Litigation Reform Act of 1995 with respect to the business, financial
condition and results of operations of Perion. The words "will,"
"believe," "expect," "intend," "plan," "should" and similar expressions
are intended to identify forward-looking statements. Such statements
reflect the current views, assumptions and expectations of Perion with
respect to future events and are subject to risks and uncertainties.
Many factors could cause the actual results, performance or achievements
of Perion to be materially different from any future results,
performance or achievements that may be expressed or implied by such
forward-looking statements, or financial information, including, among
others, the failure to realize the anticipated benefits of the proposed
transaction; risks entailed in integrating the ClientConnect business
with Perion's other businesses, including employee retention and
customer acceptance; the risk that the transaction will divert
management and other resources from the ongoing operations of the two
businesses or otherwise disrupt the conduct of those businesses,
potential litigation associated with the transaction, and general risks
associated with the business of Perion and with the ClientConnect
business, including changes in the markets in which the businesses
operate and in general economic and business conditions, loss of key
customers, unpredictable sales cycles, competitive pressures, market
acceptance of new products, inability to meet efficiency and cost
reduction objectives, changes in business strategy and various other
factors, whether referenced or not referenced in this press release.
Various other risks and uncertainties may affect Perion and its results
of operations, as described in reports filed by the Company with the
Securities and Exchange Commission from time to time, including its
annual report on Form 20-F/A for the year ended December 31, 2012 and
the Proxy Statement of the Company filed with the SEC on October 15,
2013. Perion does not assume any obligation to update these
Source: Perion Network Ltd.
Perion Investor Relations
/ MS-IR LLC
Brett Maas / Miri Segal-Scharia
Source: Perion Network Ltd.
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