Vizrt signs definitive share purchase agreement

Thursday, 06 March 2014 11:01

Acquisition of Mosart to close by March 11, 2014.

Vizrt Ltd. announced on March 4 that further to its announcement on November 13, 2013, the Company has completed its financial and legal due diligence and has reached a definitive share purchase agreement with the shareholders of Mosart Medialab AS ( Mosart ), being TV2 Gruppen AS, Mads Gr nb k John Kjellevold and Morten Larsen (holding 77.2%, 17.0%, 5.5% and 0.3% of the shares in Mosart, respectively), regarding the acquisition of all the issued and outstanding share capital of Mosart, the leading provider of newscast automation solutions.

Pursuant to the agreement, Vizrt shall purchase all of the issued and outstanding share capital of Mosart, on a fully diluted basis, for a cash consideration of NOK 106.2 million (approximately USD 17.7 million), on a cash and interest bearing debt free basis. Such consideration includes an additional NOK 1.2 million (USD 0.2 million) for the 2013 earn-out.

In addition, an earn-out clause has been included, the terms of which are as follows:

Vizrt shall pay 50% of the revenues achieved by Mosart for financial year 2014 in excess of NOK 55.3 million (approximately USD 9.2 million)

Vizrt shall pay 50% of the revenues achieved by Mosart for financial year 2015 in excess of NOK 63.6 million (approximately USD 10.6 million)

As part of the transaction, TV2 Gruppen AS, which holds 77.2% of Mosart's issued and outstanding share capital prior to the acquisition, shall continue to be granted a license for Mosarts software, free of charge, in accordance with the current annual license fee charged by Mosart, of NOK 2.6 million per year for 7 years.

Vizrt anticipates the acquisition of Mosart to close by March 11, 2014.

This acquisition is an important step in our strategy to continuously strengthen Vizrt's leadership position in the broadcast technology industry, stated Martin Burkhalter, CEO of Vizrt. With the addition of Mosart's competence in studio production automation, we expand our already comprehensive workflow offering into an important and growing segment of the broadcast industry. We expect to realize important synergies from this acquisition, both in terms of innovation and in terms of our ability to grow our business. The combination will allow for important and disruptive innovation, and allow Vizrt to address new markets, generate future growth and create value.

Kjetil Nilsen, Chief Strategy Officer of TV2 commented: We are very pleased to have reached an agreement with Vizrt. We feel confident that Vizrt will provide a strong and competent ownership for the further development of Mosart. Vizrt's global presence and highly skilled organization will generate new market opportunities for Mosart and at the same time strengthen a world class IT and media cluster in Bergen. TV 2 will continue to work closely with Vizrt and Mosart to utilize the benefits of their unique technology and competence.

Strategic significance

Vizrt expects to realize a number of important synergies through the acquisition, both technologically and commercially.

Fully in line with Vizrt's product development philosophy, Mosart's solutions have been designed by a team of broadcast industry professionals, consisting of producers, directors and editors, which has brought great understanding of the operational and financial requirements of up to the minute live news, sports, weather, talk show and bulletin production.

Mosart is a leader in studio automation, with its offering significantly reducing production costs, resulting in a strong Return on Investment (ROI), a key issue in addressing the economic realities that call for continuous improvement of workflow processes.

In addition to the obvious advantages of integrating Mosart's system with its own workflow, BG and MAM solutions, Management believes Vizrt will be able to develop innovative and groundbreaking solutions for the media industry, such as a very powerful and efficient TV-in-a-box system.

Furthermore, with Mosart acting as an enabler and strong promoter of the Viz Engine and Viz One, combined with the fact that both companies address the same target customers and decision makers, Management anticipates being able to accelerate business development in leveraging Vizrt's comprehensive global sales and support organization.

The Board of Directors of Mosart consists of ivind S rb Johannessen (Chairman) and Mads Kristian Gr nb k. John Kjellevold is Mosart's Managing Director. Mosart currently has 24 employees.

No agreements have been or are expected to be entered into in connection with the transaction for the benefit of any member of the management or Board of Directors of Mosart or the members of the management or Board of Directors of Vizrt.

About Mosart

Mosart helps broadcasters streamline their workflow, automating a number of TV production tasks through software solutions that enable and simplify the creation of increasingly complex productions through an easy-to-use software interface. Mosart takes input from the newsroom computer system to control systems and devices, while human resources remain in control and add the human touch.

Through its main product, Mosart Newscast Automation, customers are able to automate the control of live news broadcasts. Productions that would traditionally require as many as 10 operators in a control room, can now be achieved with as little as a single operator. In addition to offering considerable reductions of OPEX, Mosart also enables more complex productions, more efficiencies and less on-air errors.

The strength of Mosart's offering has enabled the Company to become market leader in Europe and Oceania, with growing adoption of its technology in other geographic areas. Mosart is the only open newscast automation provider capable of

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