Perion Network Shareholders Approve Merger Deal With Conduit - Quick Facts

(RTTNews) - Perion Network Ltd. (PERI) announced Monday that at an Extraordinary General Meeting of Shareholders held earlier today, its shareholders approved Share Purchase Agreement, dated as of September 16, 2013, by and among Perion, Conduit Ltd. and ClientConnect Ltd., a newly formed Israeli company to be owned by the shareholders of Conduit in proportion to their ownership of Conduit.

The company said that the other transactions contemplated by the Share Purchase Agreement, as well as all other proposals set forth in the Company's Proxy Statement, dated October 15, 2013, were also approved at the Meeting.

The votes cast in favor of the Share Purchase Agreement at the Meeting constituted 99% of the aggregate shares voted.

The consummation of the transaction with Conduit and ClientConnect is subject to certain additional conditions. The transaction is expected to close in January 2014.

On September 16, Perion Network Ltd. and Conduit Ltd., a privately-held corporation, announced an agreement to combine Conduit's Client Connect business with Perion in an all-stock transaction.

Conduit would spin off its Client Connect business, which included its monetization and distribution platform for publishers and developers. As per the agreement, the spin-off company will be combined with Perion, which upon closing would issue to Conduit shareholders between 57-60 million shares, based on Perion's fully diluted share count at closing. Following the closing, Perion will be owned 81% by the existing Conduit shareholders and option holders and 19% by existing Perion shareholders and option holders, on a fully diluted basis.

Perion had said that the combined organization would be led by Josef Mandelbaum, Perion's current Chief Executive Officer, and Yacov Kaufman, Perion's current Chief Financial Officer, who would continue to serve in those capacities.

Josh Wine would join Perion as President and continue to lead the Client Connect business. Dror Erez, co-founder of Conduit, and Roy Gen, Conduit's CFO, will join Perion's Board of Directors at closing.