Dmatek, a Tel Aviv, Israel-based provider of remote people monitoring technologies, has entered into a definitive merger agreement with an investor group led by Francisco Partners.
Dmatek, a Tel Aviv, Israel-based provider of remote people monitoring technologies, has entered into a definitive merger agreement with an investor group led by Francisco Partners.
Under the terms of the GDP52.9m (USD77.6m) offer, Dmatek shareholders would receive 215p per share in cash, representing a premium of 82 per cent relative to the last unaffected closing price of 118p on 6 October 2008 and 72 per cent relative to the average closing price of the 30 trading days prior to and including 6 October 2008.
Certain current shareholders including clients of Cavendish Asset Management and chief executive officer Yoav Reisman are supportive of the transaction and will remain shareholders by reinvesting with the new investor group which, in addition to Francisco Partners, includes Sequoia Capital Israel.
The board of directors of Dmatek has unanimously approved the agreement and will recommend that Dmatek shareholders vote in favour of the transaction.
Independent shareholders not reinvesting with the investor group and representing 20.8 per cent of the capital stock have already signed irrevocable undertakings in support of the deal.
The transaction, which is subject to shareholder approval, certain regulatory approvals and other customary closing conditions, is currently expected to close by the end of March 2009.
A circular to shareholders will be despatched as early as possible and contain full details of the proposed transaction and the merger agreement, as well as convene an extraordinary general meeting at which the resolutions necessary to approve the transaction will be proposed.
Upon the closing of the transaction, Dmatek’s shares will be delisted from the London Stock Exchange.
Yoav Chelouche, chairman of the board of Dmatek, says: "We believe that this transaction presents our shareholders, customers, employees and partners with an exciting opportunity. The board of directors has evaluated the company’s strategic alternatives and, after significant work, decided unanimously to endorse this transaction as being in the best interest of our shareholders and recommends that it be approved by them. We believe that this transaction recognises the value of Dmatek’s unique market position and product portfolio and provides our shareholders with an attractive cash offer."
Deep Shah of Francisco Partners adds: "Francisco Partners is excited about the potential growth opportunities in Dmatek’s core markets, and is pleased to partner with the company to support its long-term growth strategy. We also believe that Dmatek has a highly talented and committed team and we look forward to working with them to help the company achieve its full potential."
