Proposed Sale of Assets
Adamind Ltd
21 February 2007
21 February 2007
Adamind Ltd
("Adamind" or "the Company")
Announcement of Proposed Asset Sale
Summary
Further to the announcement of 12 February 2007, the Board of Adamind announces
that the Company has reached agreement on the terms of a sale to Mobixell
Networks (Israel) Ltd. ("Mobixell") a wholly owned subsidiary of Mobixell
Networks Inc., a Delaware company, of substantially all the Company's assets and
assignment of certain related liabilities (the "Transaction"). The assets
proposed to be sold include intellectual property, software and contracts with
customers and suppliers (including software licenses) relating to the
development, marketing and sale of transcoding software, as well as the
Company's tangible assets. In addition, it is proposed that a majority of the
Company's employees will become employees of Mobixell. Based on Adamind's
unaudited consolidated balance sheet at 31 December 2006, the value of the net
assets proposed to be sold is approximately $2.4 million.
Consummation of the Transaction is subject to customary conditions to closing,
including the receipt of any required regulatory and third party consents and
the approval of the Company's and Mobixell's shareholders. Under the terms of
the Transaction, Adamind will receive as consideration for the assets sold to
Mobixell $5,500,000 in cash, less an amount of $550,000 that will be deposited
in escrow to provide for indemnification for certain damages that may be
incurred by Mobixell during the 12-month period following consummation of the
Transaction. The foregoing amount may be released to the Company prior to the
12-month anniversary of the closing upon the liquidation of the Company. The
Company intends to post to its shareholders, as soon as possible, a circular
providing detailed information about the Transaction and related matters.
After consummation of the Transaction, the Company's assets will consist
primarily of cash, and following consummation of the Transaction, the board of
directors intends to consider the options for deploying the Company's cash
reserves for the benefit of shareholders, including acquisitions, investment or
a distribution of cash to shareholders. If no suitable opportunities can be
identified in the twelve months following approval of the Transaction, the
Company's assets will be distributed to shareholders.
At 20 February 2007, the Company's cash balances amounted to approximately
$21.6million, which, as at that date, represents approximately 31 pence per
Adamind share based on shares currently in issue. This should not be taken as an
indication of the value receivable by shareholders on any distribution.
Commenting on today's announcement, Orna Berry, Executive Chairperson of the
Company, said:
"We are pleased to announce this transaction today which the directors believe
is in the best interests of Adamind's shareholders, customers and employees. The
disposal will generate substantial cash proceeds, which together with Adamind's
existing net cash holdings, will provide the Board with the means to consider
opportunities for increasing shareholder value."
The Company also yesterday appointed Mr Johannes Streng, a former member of the
Company's board of directors and member of the audit committee, to serve as a
non-executive director on the board and the audit committee. Further details
relating to Mr Streng are set out below. At the Extraordinary General Meeting
referred to below, the Company's shareholders will be requested to ratify such
appointment.
As announced on 12 February 2007, the Company understands that the Financial
Services Authority ("FSA") is investigating circumstances, statements and/or
behaviour occurring prior to the Company making an adverse trading statement on
22 June 2006. The Company shall update the market in due course.
Enquiries
Adamind
Orna Berry, Executive Chairperson +972 9 971 9111
Shailendra Jain, CEO +1 801 231 9076
Corfin Communications
Neil Thapar, Harry Chathli +44 20 7929 8989
Bridgewell Limited, Nominated Adviser
John Craven, David Sanders +44 20 7003 3000
Background to the Transaction
During the course of 2006, Adamind experienced an unexpected slowdown in demand
for multimedia messaging services and mobile content, and a slower than
anticipated level of customer upgrades. These factors caused revenues for the
first half of 2006 to be materially below market expectations.
In response to these difficult trading conditions, the Company's management
undertook during the second half of 2006 a series of measures designed to
improve Adamind's performance and prospects, including the strengthening of the
Company's senior management team, and a review of the Company's cost base.
Whilst these measures and the improving market conditions have resulted in a
significant improvement in the Company's financial performance in H2 2006, the
directors of Adamind believe that, due to continuing uncertainty in timing the
growth of the messaging market, significant investment is still required in
order to achieve profitability. Due to this risk associated with the Company's
business plan, the directors of Adamind believe that the transaction is in the
best interests of the Company and its shareholders.
Extraordinary General Meeting
Consummation of the Transaction is subject to approval of the Company's
shareholders. An Extraordinary General Meeting will therefore be convened,
notice of which will be contained in the circular to Adamind's shareholders,
which the Company expects to have posted on or about 26 February 2007. It is
currently expected that the Extraordinary General Meeting will take place on or
about 10 April 2007.
Johannes Streng (52), Non-Executive Director
Hans is currently VP & GM of the Business Unit Emerging Business of Philips
Semiconductors (now NXP after the LBO of the semiconductors division from
Philips Electronics). He was also a non-executive director of the Company
between November 2004 and September 2006. Hans was CEO of the autonomous
business group Philips Software in July 2003, which is now in the Emerging
Business portfolio of NXP. He held positions as a member of the management board
of Philips Digital Networks BV and of Philips Crypto BV and was a Vice President
of Philips Electronics. Prior to joining Philips, Hans was a VP of Barconet NV
(now part of Scientific Atlanta, Inc.) and CEO of Barconet's Broadband Division
following Barconet's acquisition of The Industree BV, a company of which Hans
was the founder and CEO. The Industree BV was a leading broadband data
communications company based in Eindhoven. Prior to this, Hans was VP of
Business Development at Simac Techniek NV, a leading Dutch system integrator
serving most countries in Western Europe.
Details of Mr Streng's current and past directorships are as follows:
Current
The Industree Harvest BV
Klaver6 BV
Previous (last 5 years)
Adamind Ltd.
BarcoNet NV
The Industree BV
Simac Techniek NV
Philips Digital Networks BV
Philips Crypto BV
Mr Streng is not interested in any shares in the Company and does not own any
options to purchase such shares. Mr Streng has confirmed that there are no other
matters to be disclosed in relation to Schedule 2 paragraph g of the AIM Rules.
This information is provided by RNS
The company news service from the London Stock Exchange