BERGEN, NORWAY– Vizrt announced that the company has completed its financial and legal due diligence and has reached a definitive share purchase agreement with the shareholders of Mosart Medialab AS. The agreement with shareholders—TV2 Gruppen AS, Mads Grønbæk John Kjellevold and Morten Larsen (holding 77.2, 17.0, 5.5 and 0.3 percent of the shares in Mosart, respectively)—is for the acquisition of all the issued and outstanding share capital of Mosart, the leading provider of newscast automation solutions.
As a result of the agreement, Vizrt shall purchase all of the issued and outstanding share capital of Mosart, on a fully diluted basis, for a cash consideration of NOK 106.2 million (approximately US$17.7 million) - on a cash and interest bearing debt-free basis. Such consideration includes an additional NOK 1.2 million (US$0.2 million) for the 2013 earn-out.
In addition, an earn-out clause has been included, the terms of which are as follows:
Vizrt shall pay 50 percent of the revenues achieved by Mosart for financial year 2014 in excess of NOK 55.3 million (approximately US$9.2 million);
Vizrt shall pay 50 percent of the revenues achieved by Mosart for financial year 2015 in excess of NOK 63.6 million (approximately US$10.6 million).
As part of the transaction, TV2 Gruppen AS, which holds 77.2 percent of Mosart’s issued and outstanding share capital prior to the acquisition, shall continue to be granted a license for Mosart’s software, free of charge, in accordance with the current annual license fee charged by Mosart, of NOK 2.6 million per year for seven years.
Vizrt anticipates the acquisition of Mosart to close by March 11, 2014.
“This acquisition is an important step in our strategy to continuously strengthen Vizrt’s leadership position in the broadcast technology industry,” stated Martin Burkhalter, CEO of Vizrt. “With the addition of Mosart’s competence in studio production automation, we expand our already comprehensive workflow offering into an important and growing segment of the broadcast industry. We expect to realize important synergies from this acquisition, both in terms of innovation and in terms of our ability to grow our business. The combination will allow for important and disruptive innovation, and allow Vizrt to address new markets, generate future growth and create value.”
Mosart makes studio automation. Management believes Vizrt will be able to leverage Mosart’s studio automation technology to develop new products, including a TV-in-a-box system. Furthermore, with Mosart acting as an enabler and strong promoter of the Viz Engine and Viz One, combined with the fact that both companies address the same target customers and decision makers, Management anticipates being able to accelerate business development in leveraging Vizrt’s comprehensive global sales and support organization.
The board of directors of Mosart consists of Øivind Sørbø Johannessen (chairman) and Mads Kristian Grønbæk. John Kjellevold is Mosart’s managing director. Mosart currently has 24 employees.
No agreements have been or are expected to be entered into in connection with the transaction for the benefit of any member of the management or board of directors of Mosart or the members of the management or board of directors of Vizrt.