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Required Majority of ViryaNet Shareholders Approved the Agreement Contemplating ViryaNet’s Merger into Verisae
|By Business Wire
|July 24, 2014 04:30 PM EDT
Limited (OTC QB:VRYAF), a leading provider of software solutions that
optimize and allow for the continuous improvement of service processes
for mobile workforces, announced today, that at special meetings of its
Preferred and Ordinary Shareholders held on July 24, 2014, at 4 pm local
time at the company’s principal executive offices at 8 HaMarpe Street,
Har Hotzvim, Jerusalem 91450, Israel, the shareholders approved:
(i) the execution by the Company of, and the consummation by the Company
of the transactions contemplated by, the Agreement and Plan of Merger,
dated as of June 10, 2014 (the “Merger Agreement”) by and among the
Company, Verisae, Inc. (“Parent”), a Minnesota corporation, and Viking
Acquisition Ltd. (“Merger Sub”), an Israeli company and a wholly-owned
subsidiary of Parent; (ii) the merger of Merger Sub with and into the
Company (the “Merger”) on the terms and subject to the conditions set
forth in the Merger Agreement and in accordance with Sections 314-327 of
the Israeli Companies Law, 1999 (together with the rules and regulations
promulgated thereunder, the “ICL”), following which Merger Sub will
cease to exist as a separate legal entity and the Company will become a
wholly-owned subsidiary of the Parent; and (iii) all other transactions
contemplated by the Merger Agreement, including, without limitation,
with respect to insurance for the benefit of directors and executive
officers of the Company.
The shareholders approved the Merger and all other transactions
contemplated by the Merger Agreement, with approximately 99.7% majority
of the Ordinary Share votes cast and 100% of the Preferred A Share votes
cast. The closing of the Merger remains subject to regulatory approvals
in Israel and the satisfaction of the conditions set forth in the Merger
delivers mobile workforce management solutions that intelligently guide,
automate, and optimize both simple and complex field service work,
resulting in measurable business benefits. ViryaNet's products,
pre-packaged solutions and people are recognized within the industry as
innovative which in turn enables its' customers to be viewed as leaders
within their respective industries. ViryaNet's G4 products specialize in
the functions of scheduling and dispatching resources and enabling
mobile field communication and are delivered in industry specific
configurations. Embedding industry best practices and utilizing
innovative technologies like ViryaNet's BPM Blueprint for Mobile
Workforce Management™, Microsoft InfoPath® and device agnostic mobile
solutions enable ViryaNet's products to be rapidly deployed and extended
to support virtually any business process across a wide range of
industries. ViryaNet is proud to call many of the world's leading
utilities, the United States' largest pure rural telecommunications
firm, the supermarkets' most respected retailer, and North America's
largest auto insurer as customers. ViryaNet has strong partnerships with
leading platform and system integration companies that enable it to have
a global presence. Headquartered in Westborough, MA, ViryaNet has
additional offices in the United States and Israel. For more information visit
our website or follow
us on twitter.
Safe Harbor Statement
Safe Harbor Statement under the Private Securities Litigation Reform Act
This press release contains forward-looking statements within the
meaning of the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be, but
are not necessarily, identified by the use of forward-looking
terminology such as “may,” “anticipates,” “estimates,” “expects,”
“intends,” “plans,” “believes,” and words and terms of similar
substance. Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual events,
results, performance, circumstances or achievements to be materially
different from those expressed or implied by such forward-looking
statements. Forward-looking statements involve risks and uncertainties,
which could cause actual results to differ materially from those
projected. Factors that could cause actual results, to differ from those
projected include, but are not limited to, the following: (1) ViryaNet
may be unable to satisfy conditions to the closing of the proposed
transaction; (2) the proposed transaction may involve unexpected costs,
liabilities or delays; (3) ViryaNet’s business may suffer as a result of
uncertainty surrounding the proposed transaction and diversion of
management attention on transaction-related matters; (4) the outcome of
any legal proceedings related to the proposed transaction; (5) ViryaNet
may be adversely affected by other economic, business, and/or
competitive factors; (6) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (8) the ability to recognize benefits of the proposed
transaction; (9) risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the proposed transaction; (9) impact of the
transaction on relationships with customers, distributors and suppliers
and (10) other risks to consummation of the proposed transaction,
including the risk that the proposed transaction will not be consummated
within the expected time period or at all. Additional factors that may
affect the future events, results, performance, circumstances or
achievements of ViryaNet include those disclosed in ViryaNet’s filings
with the SEC, including, but not limited to, risks and factors
identified under such headings as “Risk Factors,” “Cautionary Language
Regarding Forward-Looking Statements” and “Operating Results and
Financial Review and Prospects” in ViryaNet’s latest Annual Report on
Form 20-F, filed with the SEC on July 3, 2014.
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