Heads of agreement signed by Vizrt and Escenic
Bergen, Norway, March 31, 2008, Vizrt Ltd. (Frankfurt Prime Standard, Oslo Main List: VIZ). Today Vizrt Ltd. has signed Heads of Agreement to purchase Escenic AS. 65% of the shareholders in Escenic have signed the agreement, and the remaining shareholders will receive the same offer. Escenic has 71 employees in seven countries and is headquartered in Oslo, Norway.
Escenic was established in 1999 and is a leading provider of strategic solutions for Content Management and publishing of content to all forms of digital media. Escenic's flagship product, Escenic Content Engine, has been chosen to power over 500 websites in 14 countries including leading media, news providers, government and corporate sites. Most of its software is developed in-house with some external additions. The acquisition is expected to strengthen Vizrt's position as the leading supplier of end-to-end solution from ingest to visualization. With the ongoing convergence of the web and traditional television, both companies foresee major product synergies resulting from the integration of Vizrt's television related products and Escenic's web related products.
Escenic expanded internationally in 2007 with new offices in Sweden, UK, Germany, USA and Bangladesh, and grew its headcount by 85%.
Having achieved revenues of NOK 44.1M (app. USD 6.9M) and adjusted EBIT of NOK 13.7M (app. USD 2.1M) in 2006, Escenic reported 2007 revenues of NOK 51.3M (app. USD 8.7M) and an adjusted EBIT of NOK 1.6M (app. USD 0.3M). For 2008 the company expects to leverage this expansion with a significant increase in revenues, as well as a substantial improvement in its operating margin.
The current shareholders in Escenic will receive 6 million shares of Vizrt as a consideration for 100% of the shares in Escenic. Escenic shareholders may receive an additional consideration of up to 5.5 million shares if certain financial targets are met for 2008 and 2009. For 2008 a minimum EBIT of NOK 15M (app. USD 2.9M) is needed to receive an additional consideration, while a minimum of NOK 18M (app. USD 3.5M) is needed for 2009. To reach the full earn-out consideration of 5.5 million shares, Escenic has to achieve an EBIT of at least NOK 30M (app. USD 5.9M) in 2008 or a minimum of NOK 36M (app. USD 7.0M) in 2009. Vizrt has the option to buy off the earn-out for a consideration of an additional 4.5 million shares.
The acquisition is subject to satisfactory due diligence and a satisfactory
sales and purchase agreement.
SEB Enskilda has acted as Vizrt's financial advisor on the transaction.
USD translations of NOK figures are for convenience and based on the USD/NOK exchange rate for the relevant period.
Media and investors contacts:
VIZRT
Bjarne Berg
President & CEO
+47 9055 7711
bberg@vizrt.com
Ofra Brown
CFO
+47 5351 8040
ofra@vizrt.com
SCHWARZ Financial Communication
Frank Schwarz
+49 611 1745 398 11
schwarz@schwarzfinancial.com
ESCENIC
Øyvind Ørbæk
+47 900 98 592 (NO)
+1 617 291 9930 (US)
oyvind.orbak@escenic.com
Tore Sviland
+47 90183489
tore.sviland@escenic.com
