10 Mar 2008 07:00
Emblaze Ltd. ("Emblaze" or "the Group") ACQUISITION OF ORCA INTERACTIVE LTD BY VIACCESS S.A., a subsidiary of France Telecom
Ra'anana, Israel, 10 March 2008 - Emblaze announces that its group company, Orca Interactive Ltd. ("Orca") , a developer of middleware and applications for IPTV, has agreed the terms of its acquisition by Viaccess S.A., a wholly owned subsidiary of France Telecom SA, through a cash merger (the "Merger"). The transaction is structured as a merger under the Israeli Companies Law 1999 (as amended) and is not subject to the City Code on Takeovers and Mergers.
The Merger consideration consists of an amount of US$13 million plus Orca's net cash as of the closing of the Merger. The price per share to be payable to each holder of ordinary share or a depository interest of Orca shall be paid in a number of installments based on the total Merger consideration. Subject to adjustment in accordance with the terms of the Merger agreement, it is expected that the total Merger consideration to be approximately US$21.4 million, which equates to a value per Orca share of approximately US$0.59 (approximately ‚£ 0.29). Orca has gross assets of US$15.9 million, and made a net loss of US$4.3 million for the year ending 31 December 2007
The merger is subject to the approval of Orca Shareholders at a general meeting convened for 15 April 2008.
Subject to closing, Emblaze expect to record capital gain from this transaction of approximately US$4 million for the first half of 2008. Proceeds from the transaction will be used for working capital purposes for the Group's portfolio companies.
Guy Bernstein, Chief Executive Officer of Emblaze said: "The sale of Orca isyet another step in the group consolidation around its core competency. Webelieve that Orca's new partners are a perfect fit to take Orca to the nextlevel"Enquiries:Emblaze Hadas Gazit, Hagit Gal + 972 9 7699302/ 339 About Emblaze
Emblaze Ltd is a group of technology companies addressing both growth and innovation activities thus combining the stability of "bread and butter" mature technology enterprises with "high-risk / high-reward" investments in innovation.
Growth activities
Formula Systems ,which includes:
* Magic Software Enterprises Ltd. develops, markets and supports composite application development and deployment platforms with a service-oriented architecture (SOA), including application integration and business process management (BPM), with existing and legacy systems; * Matrix IT Ltd. (TASE: MTRX) is one of Israel's leading integration and information technology services companies, active in four principal areas: software solutions and services, software products, infrastructure solutions and hardware products, and training and assimilation. * Sapiens International Corporation N.V. is a provider of IT solutions that modernize business processes to enable insurance and other companies to quickly adapt to changes. * nextSource Inc., designs, develops and implements web-based, high quality, innovative human capital management solutions.
Innovation activities
* Emblaze Mobile, an designer of advanced mobile devices; * EMOZE, a free global Push Email technology for mobile devices * ZONE-IP (Emblaze V CON), a provider of wireless video communications technologies and conferencing solutions for operators and enterprise markets over IP networks * Visual Defence , (minority stake) a wireless and IP video solutions provider for military and homeland security markets.
The Emblaze Group is traded on the London Stock Exchange since 1996. www.Emblaze.com
ORCA INTERACTIVE LTD