Business
Final Results and Merger
Final Results and Merger.
About this update from Orcadian Energy Plc
[{"type":"text","content":"\n Orca Interactive Ltd\n10 March 2008\n\n\n\n10 March 2008\n\n\n\n RECOMMENDED ACQUISITION OF\n ORCA INTERACTIVE LTD ('Orca' or 'the Company')\n BY VIACCESS S.A. ('Viaccess'), a subsidiary of France Telecom\n\n\n RESULTS FOR THE YEAR ENDED 31 DECEMBER 2007\n\n\nThe Board of Orca Interactive Ltd. (LSE: ORCA), which specialises in developing\nmiddleware and applications for IPTV, announces that it has agreed the terms of\nthe recommended cash acquisition of the Company by Viaccess, a wholly owned\nsubsidiary of France Telecom SA. The transaction is structured as a merger\nunder the Israeli Companies Law 1999 (as amended) and is not subject to the City\nCode on Takeovers and Mergers.\n\nOrca is also announcing its preliminary results for the year ended 31 December\n2007.\n\n\nRecommended Merger:\n\n• The total Merger consideration consists of an amount of US$13 million\n plus the Company's Net Cash balances as at the closing of the merger\n\n• A portion of the Merger consideration will be placed in an escrow\n account for subsequent release to Orca Shareholders subject to certain\n post-completion adjustments to the Net Cash amount and any deductions \n in respect of warranty and indemnity claims, if any\n\n• Based on the Directors' current estimates and subject to adjustment in\n accordance with the terms of the Merger Agreement, the total Merger\n consideration is expected to be approximately US$21.4 million which \n equates to a value per Orca Share of approximately US$0.59 \n (approximately £0.29)\n\n• The Merger consideration will be paid in cash in a number of\n installments:\n\n o An estimated US$16.6 million (approximately US$0.46 \n (or approximately £0.23) per Orca Share) to be paid as soon \n as practicable after Closing;\n\n o US$0.65 million of the escrow account is expected to be \n distributed to Orca Shareholders upon completion of closing \n accounts approximately three months after Closing;\n\n o A further two tranches of up to US$1.3 million and US$2.6 \n million to be paid 18 months and 36 months after Closing \n respectively, subject to deductions in respect of certain \n warranty and indemnity claims\n\n• The Merger is subject to the approval of Orca Shareholders at a\n general meeting convened for 15 April 2008. For the Merger to be \n approved, Orca Shareholders representing over 50 per cent of ...