Vizrt Signs Definitive Share Purchase Agreement in LiberoVision Acquisition
Pursuant to the share purchase agreement, Vizrt Switzerland SARL, a wholly owned subsidiary of Vizrt Ltd., shall purchase all of the issued and outstanding share capital of LiberoVision in three installments. First closing will take place approximately 30 days following the signing of the agreement. Vizrt will obtain the first 60% of the outstanding share capital in LiberoVision in exchange for a non-conditional consideration of CHF 6 million (approx. USD 6.6 million), plus an additional CHF 1 million conditional on LiberoVision's EBIT for 2010 being in excess of CHF 1 million - to be finalized at closing.
A further 20% will be acquired 30 days following receipt of the financial results of LiberoVision for the financial year 2011 and the remaining 20% 30 days following receipt of LiberoVision's financial results for the financial year 2012. The consideration for each additional 20% tranche of LiberoVision shall be calculated as 20% of ten times the EBIT for the applicable fiscal year.
All installments shall consist of 80% in cash and 20% in shares of Vizrt Ltd. The share consideration is based on the volume weighted average price (in NOK) of Vizrt's shares on the Oslo Börs, as quoted by Bloomberg, LP over 20 consecutive trading days prior to the applicable closing date.
As part of the transaction, the founders of LiberoVision are committed to continue their employment with LiberoVision for a period of at least two years.
Martin Burkhalter, CEO for Vizrt, stated, "We're pleased to have finalized the purchase agreement, which will allow us to integrate LiberoVision's technology further into our own sports offerings. At this year's NAB, we successfully showcased the first steps in the integration of LiberoVision's Libero Highlight 3D sports analysis and replay system with Vizrt's broadcast graphics and media asset management (MAM) workflow. With this integration, we can address our respective client bases with an even stronger platform."
Dr. Stephan Würmlin Stadler, CEO for LiberoVision AG, stated, "Many of our existing clients already use Vizrt technology in their operations and they have indicated that a closer integration between our technologies would present obvious benefits. The complementary nature of our product lines presents clear opportunities for cross-sales. The acquisition will also allow us to leverage Vizrt's global commercial operations and provide access to the supporting infrastructure needed to introduce our products to a wider audience."
Acquisition decisions by Vizrt are based on a number of key strategic principles that have guided the company since its inception. First, the to-be-acquired technology has to be top-of-class with a strong R&D background in order to strengthen Vizrt's position as the technology leader in its markets, addressing both current and future needs.
Second, where broadcast graphics-related acquisitions are concerned, the acquired products/technology must add to the Company's ability to assist its clients in the pursuit of 'telling a story differently' and to increase the economic value of their media assets.
Third, Vizrt's product strategy has always been led by a deep understanding of the economic realities facing its customers, both current and future. In this respect, the technology to be acquired must meet the first two criteria, while simultaneously contributing to a more efficient workflow.
In the case of LiberoVision, these criteria are met fully. The Company's offering is leading in the sector of 3D sports enhancement. As opposed to most competing products, the Company offers visuals that are near indistinguishable from real footage. At the same time, the conversion of footage into a 3D simile allows for analysis of an event from all angles, even those not covered by cameras. This allows sportscasters to bring a new level of replay and analysis to their broadcasts, providing viewers with a much enhanced viewing experience and strengthening a customer's ability to attract advertising revenues.
Finally, LiberoVision's technology provides a 3D experience without the need for additional in-stadium equipment, thereby increasing operating efficiencies.
LiberoVision was founded in 2006 as a spin-off of the ETH Zurich, the Swiss Federal Institute of Technology. Today, LiberoVision is the global leader for virtual sports enhancements, employing 17 people. Based on existing TV images only, Libero Highlight and Libero Offside generate the perfect perspective for analyzing interesting or controversial scenes.
LiberoVision's Emmy nominated technology is available for football, American football, basketball, ice hockey, baseball, and rugby. Broadcasters around the world such as ESPN, NBC, BBC, ZDF, Sky Italia, and Televisa use LiberoVision.
LiberoVision has been funded by Swisscom, the Zurich Cantonal Bank and the Swiss foundation for national economics promotion.
The current members of the companys Board of Directors are Christoph Niederberger, Stephan Würmlin Stadler, Markus Gross and Nils Granath. Concurrently with the purchase of the first 60%, Mr. Gross and Mr. Granath shall resign as directors and Vizrt shall appoint the following three members LiberoVisions Board: Martin Burkhalter (CEO for Vizrt), Petter Ole Jakobsenn (CTO for Vizrt) and Kurt Gehriger (Controller for Vizrt Switzerland). Current and future executive Management will comprise of Stephan Würmlin Stadler, CEO, and Christoph Niederberger, CTO.
No agreements have been, or are expected to be, entered into in connection with the Transaction for the benefit of any member of the management or board of directors of LiberoVision or the members of the management or board of directors of Vizrt.
This press release contains forward-looking statements with respect to the business, financial condition and results of operations of Vizrt and its affiliates. These statements are based on the current expectations or beliefs of Vizrt's management and are subject to a number of risks and uncertainties that could cause actual results or performance of the Company to differ materially from those contemplated in such forward-looking statements. These risks and uncertainties relate to changes in technology and market requirements, the company's concentration on one industry, decline in demand for the company's products and those of its affiliates, inability to timely develop and introduce new technologies, products and applications, and loss of market share and pressure on pricing resulting from competition, which could cause the actual results or performance of the company to differ materially from those contemplated in such forward-looking statements. Vizrt undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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Vizrt provides real-time 3D graphics and asset management tools for the broadcast industry - from award-winning animations & maps to online publishing tools. Vizrt's products are used by the world's leading broadcasters and publishing houses, including: CNN, CBS, Fox, the BBC, BSkyB, ITN, ZDF, Star TV, Network 18, TV Today, CCTV, NHK, The Globe and Mail, Times Online, The Telegraph, and Welt Online. Furthermore, many world-class production houses and corporate institutions such as the Stock Exchanges in New York and London use Vizrt systems.
Vizrt is a public company traded on the Oslo Main List: VIZ, ISIN: IL0010838154.