Harmonic Completes Acquisition of Scopus Video Networks
12 März 2009 - 2:00PM
Business Wire
Harmonic Inc. (NASDAQ: HLIT), a leading provider of broadcast
and on-demand video delivery solutions, today announced that it has
completed the acquisition of Scopus Video Networks Ltd. (NASDAQ:
SCOP) for $5.62 per share in cash, which represents an enterprise
value of approximately $50 million, net of Scopus� cash and
short-term investments. The acquisition strengthens Harmonic�s
technology and market leadership, particularly in the broadcast
contribution and distribution markets, in addition to increasing
the global customer base. Scopus� customers will be supported by
the expanded regional Harmonic sales and support teams, and through
channel partners.
Harmonic continues to expect cost synergies of $8-10 million on
an annualized basis once Scopus becomes fully integrated into the
existing Harmonic organization and management structure. The
transaction is expected to be accretive to Harmonic�s non-GAAP
earnings in 2009, exclusive of the amortization of intangibles and
non-recurring charges such as restructuring and transaction costs.
Harmonic will determine the appropriate purchase accounting for the
transaction upon closing its first quarter of 2009 and,
accordingly, cannot reasonably estimate the impact on GAAP earnings
at this time. See �Use of Non-GAAP Financial Measures� below.
About Harmonic Inc.
Harmonic Inc. is a leading provider of versatile and high
performance video solutions that enable service providers to
efficiently deliver the next generation of broadcast and on-demand
services including high definition, video-on-demand, network
personal video recording and time-shifted TV. Cable, satellite,
broadcast and telecom service providers can increase revenues and
lower operational expenditures by using Harmonic�s digital video,
broadband optical access and software solutions to offer consumers
the compelling and personalized viewing experience that is driving
the business models of the future.
Harmonic (NASDAQ: HLIT) is headquartered in Sunnyvale,
California with R&D, sales and system integration centers
worldwide. The Company�s customers, including many of the world�s
largest communications providers, deliver services in virtually
every country. Visit www.harmonicinc.com for more information.
Use of Non-GAAP Financial Measures
In establishing operating budgets, managing its business
performance, and setting internal measurement targets, Harmonic
excludes a number of items required by GAAP. Management believes
that these accounting charges and credits, which are non-cash or
non-recurring in nature, are not useful in managing its operations
and business. Historically, Harmonic has also publicly presented
these supplemental non-GAAP financial measures in order to assist
the investment community to see Harmonic �through the eyes of
management,� and thereby enhance understanding of its operating
performance. The presentation of non-GAAP information is not
intended to be considered in isolation or as a substitute for
results prepared in accordance with GAAP and is not necessarily
comparable to non-GAAP results published by other companies.
Forward-Looking Statements
Some of the statements contained in this release are
forward-looking statements within the meaning of Section�27A of the
Securities Act of 1933, as amended, and Section�21E of the
Securities Exchange Act of 1934, as amended, which statements
involve risks, uncertainties and assumptions, including those
regarding Harmonic�s expectation that the acquisition will
strengthen its technology and market leadership, particularly in
broadcast contribution and distribution markets and increase its
global customer base; Harmonic�s expectations that Scopus�
customers will be supported by the expanded regional sales and
support teams, and through channel partners; and Harmonic�s
expectations regarding cost synergies and the impact on earnings
related to the acquisition. These statements are based on the
current expectations or beliefs of management of Harmonic and are
subject to uncertainty and changes in circumstances that, if they
were to never materialize or prove incorrect, could cause actual
results to differ materially from those projected, expressed or
implied in the forward-looking statements. Factors that could cause
Harmonic�s actual results or outcomes, levels of activity,
performance or achievements, including the realization of expected
financial and other effects of the acquisition, to be materially
different from those anticipated in this release include among
others, the inability to integrate successfully Scopus within
Harmonic or to realize synergies from such integration; costs
related to the acquisition of Scopus; the economic environment of
the industries in which Harmonic and Scopus operate; and other
factors affecting the operation of the respective businesses of
Harmonic and Scopus. More detailed information about these factors
are described in Harmonic�s filings with the SEC including its
annual report on Form 10-K for the year ended December 31, 2008,
and its Current Reports on Form 8-K. All forward-looking statements
included in this release are based on information available to
Harmonic on the date thereof, and Harmonic assumes no obligation to
update any such forward-looking statements.
EDITOR�S NOTE � Product and company names used herein are
trademarks or registered trademarks of their respective owners.
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