Google Acquisition Holdings, a wholly owned subsidiary of Google, is to make a recommended voluntary public cash offer to acquire all the issued and to be issued shares of Global IP Solutions (GIPS) for $2.12 in cash per share, or an aggregate price of approximately $68.2 million based on the currently issued and outstanding share capital of GIPS. The acquisition be funded from Google’s existing cash resources.
“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.”
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.
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. 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. The board of directors of GIPS has made a resolution to recommend the offer.
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.
Location: USA, San Francisco, CA
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