Google To Acquire Audio-video Tech Company IP Solutions
Google plans to buy Oslo-listed Global IP Solutions for $68 million to build its real-time audio and video Internet capabilities, the two companies said in a joint statement on Tuesday.
Google and Global IP Solutions (GIPS) Holding AB (publ) today announced that they have entered into a transaction agreement under which Google Acquisition Holdings Inc., a wholly owned subsidiary of Google, will make a recommended voluntary public cash offer to acquire all the issued and to be issued shares of GIPS for NOK 13.0 (USD 2.12) in cash per share, or an aggregate price of approximately NOK 421 million (USD 68.2 million) based on the currently issued and outstanding share capital of GIPS.
"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. "GIPSs technology provides high quality, real-time audio and video over an IP network, and were looking forward to working with the GIPS team at Google to continue innovating for the Web platform."
"This is an exciting milestone for GIPS as we join Google with a shared vision to transform and accelerate IP communications," said Emerick Woods, Global IP Solutions CEO. "With Googles global reach, scale and widely recognized leadership, we are confident that our existing customers will continue to be fully supported while we continue to enhance and extend our products and technology at Google."
The completion of the offer will be subject to the satisfaction or waiver by the offeror of customary conditions, including acceptance of the offer by the holders of at least 90% of the GIPS share capital on a fully diluted basis.
The offer will be fully funded by Google's existing cash resources and the transaction is "not currently expected to require approval" from any competition authorities, Google said.
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, following review and approval by the Oslo Stock Exchange. 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, Google added.
"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. "GIPSs technology provides high quality, real-time audio and video over an IP network, and were looking forward to working with the GIPS team at Google to continue innovating for the Web platform."
"This is an exciting milestone for GIPS as we join Google with a shared vision to transform and accelerate IP communications," said Emerick Woods, Global IP Solutions CEO. "With Googles global reach, scale and widely recognized leadership, we are confident that our existing customers will continue to be fully supported while we continue to enhance and extend our products and technology at Google."
The completion of the offer will be subject to the satisfaction or waiver by the offeror of customary conditions, including acceptance of the offer by the holders of at least 90% of the GIPS share capital on a fully diluted basis.
The offer will be fully funded by Google's existing cash resources and the transaction is "not currently expected to require approval" from any competition authorities, Google said.
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, following review and approval by the Oslo Stock Exchange. 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, Google added.
