| [March 21, 2012] |
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RADVISION Calls an Extraordinary General Meeting of Shareholders to Approve Merger Agreement with Avaya and Related Matters
TEL AVIV, Israel --(Business Wire)--
RADVISION® (Nasdaq: RVSN) issued today a Notice of
Extraordinary General Meeting of Shareholders pursuant to its merger
agreement with Avaya (News - Alert). As announced on March 15, 2012, the transaction,
which was approved by the Board of Directors of both companies, is
subject to the approval of RADVISION shareholders and customary closing
conditions. At that time, RADVISION announced its intent to call an
Extraordinary General Meeting of Shareholders to vote on the merger. The
notice of that meeting follows:
RADVISION LTD. NOTICE OF EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS
Notice is hereby given that an Extraordinary General Meeting of
Shareholders (the "Meeting") of RADVISION Ltd. (the "Company"),
will be held at 10:00 a.m. (local Israel time) on Monday, April 30,
2012, at the Company's offices at 24 Raoul Wallenberg Street, Tel Aviv,
Israel.
1. Agenda of the Meeting. The purpose of the Meeting is to
consider and vote upon the following matters: (i) To approve the Merger
Agreement, dated as of March 14, 2012 (the "Merger Agreement"),
by and among Avaya Inc., a Delaware corporation ("Parent"),
Sonic Acquisition Ltd., an Israeli company and an indirect wholly owned
subsidiary of the Parent ("Merger Sub"), and the Company,
the merger of Merger Sub with and into the Company (with the Company
continuing as the surviving company) (the "Merger") and the
other transactions contemplated by the Merger Agreement, all as will be
more fully described in the proxy statement that will be mailed to
shareholders (the "Merger Proposal"); (ii) To approve an
amendment to the indemnification agreements between the Company and the
Company's directors and certain officers, such that the maximum coverage
to all indemnitees under such agreement will be changed from 50% of the
net equity of the Company at the time that indemnification is made to
50% of the net equity of the Company as of December 31, 2011
(approximately $51 million); and (iii) To approve an increase in the
aggregate coverage available under the Company's current directors' and
officers' liability insurance policy from $15,000,000 to $30,000,000. If
the Merger Proposal is approved and the Merger is subsequently
consummated, each outstanding ordinary share of the Company will be
automatically converted into the right to receive a payment in cash,
without interest and less any applicable withholding tax, equal to
$11.85.
2. Summary of the Proposed Resolutions. At the Meeting,
shareholders will be asked to approve the following resolutions:
1. To approve the Merger Agreement, the Merger and the other
transactions contemplated by the Merger Agreement, all as will be more
fully described in the proxy statement that will be mailed to
shareholders.
2A. To approve an amendment to the indemnification agreements between
the Company and the Company's directors serving from time to time in
such capacity who are not considered controlling shareholders of the
Company or related to them.
2B. To approve an amendment to the indemnification agreements between
the Company and the Company's directors and officers serving from time
to time in such capacity who are considered controlling shareholders of
the Company or related to them (i.e., Messrs. Zohar Zisapel and Ephraim
Wachtel) (the amendment to the indemnification agreements between the
Company and other officers does not require shareholder approval and was
already approved by the Audit Committee and Board of Directors of the
Company).
3A. To approve an increase in the aggregate coverage available under the
Company's current directors' and officers' liability insurance policy
from $15,000,000 to $30,000,000 to be provided to directors of the
Company serving from time to time in such capacity who are not
considered controlling shareholders of the Company or related to them.
3B. To approve an increase in the aggregate coverage available under the
Company's current directors' and officers' liability insurance policy
from $15,000,000 to $30,000,000 to be provided to directors and officers
of the Company serving from time to time in such capacity who are
cnsidered controlling shareholders of the Company or related to them
(i.e., Messrs. Zohar Zisapel and Ephraim Wachtel) (the increase in the
aggregate coverage available under the Company's current directors' and
officers' liability insurance policy with respect to other officers does
not require shareholders approval and was already approved by the Audit
Committee and Board of Directors of the Company).
3. Majority Required for Adoption of the Foregoing Resolutions.
The approval of the proposed resolution 1, 2A and 3A require the
affirmative vote of the holders of a majority of the ordinary shares
represented at the Meeting, in person or by proxy, entitled to vote and
voting on the matter. Proposed resolution 2B and 3B require the
affirmative vote of the holders of a majority of the ordinary shares
represented at the Meeting, in person or by proxy, entitled to vote and
voting on the matter, provided that either (i) at least a majority of
the shares of shareholders who do not have a personal interest in the
resolution are voted in favor of the matter or (ii) the total number of
shares of shareholders who do not have a personal interest in the
resolution voted against the matter does not exceed 2% of the Company's
outstanding ordinary shares. In addition, in the event that resolutions
2B and 3B are approved by the requisite majority, they will be valid
only for a period of 3 years.
4. Record Date. The Board has set March 28, 2012 as the record
date for the Meeting (the "Record Date"). Only shareholders of
record owning the Company's ordinary shares at the close of business on
the Record Date are entitled to vote and attend the Meeting. If voting
by mail, the proxy must be received by our transfer agent or at our
registered office in Israel at least 48 hours prior to the appointed
time of the Meeting to be validly included in the tally of ordinary
shares voted at the Meeting, together with a proof of ownership where
required under applicable Israeli law. If you attend the Meeting, you
may vote in person and your proxy will not be used. Detailed proxy
voting instructions will be provided both in the proxy statement and on
the proxy card.
5. Quorum. The presence of at least two shareholders, holding at
least one-third of our issued share capital, represented in person or by
proxy at the Meeting, will constitute a quorum. If within half an hour
(or within such longer time not exceeding one hour as the Chairman of
the Meeting may decide) from the time designated for the Meeting a
quorum is not present, the Meeting will stand adjourned to the same day
in the next week, at the same time and place (unless such day falls on a
public holiday either in Israel or the United States, in which case the
Meeting will be adjourned to the first day, not being a Friday, Saturday
or Sunday, which follows such public holiday). If within half an hour
from the time designated for the reconvened Meeting a quorum is not
present, the shareholders present in person, by proxy or by written
ballot will constitute a quorum.
Copies of the full text of the proposed resolutions to be adopted at the
Meeting may be reviewed, upon coordination in advance with Rael
Kolevsohn, Adv. at Tel+ 972 3 767 9394 or Fax+ 972 3 767 9323 at the
offices of RADVISION Ltd., 24 Raoul Wallenberg Street, Tel Aviv, Israel,
Sunday - Thursday between 09:00 and 15:00.
Additional Important Information and Where to Find It
In connection with the Meeting, RADVISION will prepare and mail to its
shareholders of record a proxy statement in the upcoming days describing
the various matters to be voted upon at the Meeting, along with a proxy
card enabling its shareholders to indicate their vote thereon. RADVISION
will also furnish the proxy statement to the Securities and Exchange
Commission ("SEC (News - Alert)") on Form 6-K in the upcoming days. INVESTORS
AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING WITH RESPECT TO THE TERMS AND CONDITIONS OF THE
PROPOSED MERGER. The proxy statement and other documents may be obtained
for free from the Company's Web site at www.radvision.com
or by directing such request to the RADVISION Legal Administrator at
+972 3 767 9397 or celiag@radvision.com.
About RADVISION
Founded in 1992, RADVISION (Nasdaq: RVSN) is a leading provider of video
conferencing and telepresence technologies over IP and wireless
networks. RADVISION teams with its channel and service provider partners
to offer end-to-end visual communications that help businesses
collaborate more efficiently. RADVISION propels the unified
communications evolution forward with unique technologies that harness
the power of video, voice, and data over any network. Visit www.radvision.com,
our blog, and follow us on Facebook, Google+, LinkedIn, Twitter, and
YouTube (News - Alert).
Forward-Looking Statements
Certain statements in this notice, including but not limited to those
relating to the proposed merger transaction, constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of RADVISION to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Statements preceded by, followed by or that otherwise include the words
"believes", "expects", "anticipates", "intends", "projects",
"estimates", "plans", "may increase", "may fluctuate" and similar
expressions or future or conditional verbs such as "will", "should",
"would", "may" and "could" are generally forward-looking in nature and
not historical facts. Any statements that refer to expectations or other
characterizations of future events, circumstances or results are
forward-looking statements. Various factors that could cause actual
results to differ materially from those expressed in such
forward-looking statements include but are not limited to risks
associated with uncertainty as to whether the merger transaction will be
completed; the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement; costs
and potential litigation associated with the merger transaction; the
inability to obtain, or meet specific conditions imposed for applicable
regulatory approvals relating to the merger transaction; the failure of
either party to meet the closing conditions set forth in the merger
agreement; risks that the proposed merger transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the proposed transaction; the distraction of
management and RADVISION resulting from the proposed transaction; and
the other risk factors discussed from time to time by RADVISION in
reports filed or furnished with the SEC.
In light of these risks, uncertainties, assumptions and factors, the
forward-looking events discussed in this press release may not occur.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date stated, or if no date is
stated, as of the date of this press release. Important assumptions and
other important factors that could cause actual results to differ
materially from those in the forward looking statements are specified in
RADVISION's filings with the SEC, including RADVISION's Annual Report on
Form 20-F for the year ended December 31, 2010, under headings such as
"Risk Factors" and "Operating and Financial Review and Prospects."
RADVISION undertakes no obligation to release any revisions to any
forward-looking statements, to report events or to report the occurrence
of unanticipated events unless required by law.

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