AICC member Scopus Video Networks acquired by Harmonic for $86 million

Rosh Ha’ayin based Scopus Video Networks is an AICC member since 2005, participated in the 2005 and 2006 US-Israel Broadband Business Exchanges and the 2007 US-Israel New Media Business Exchange.

Harmonic Announces Definitive Agreement To Acquire Scopus

Combination Extends Worldwide Customer Base; Strengthens Technology Leadership; Accretive to Non-GAAP Earnings with Substantial Synergies
Sunnyvale, California And Tel Aviv, Israel – December 23, 2008

Harmonic Inc. (NASDAQ: HLIT) and Scopus Video Networks Limited (NASDAQ: SCOP), a global provider of digital video networking solutions, today announced the signing of a definitive agreement pursuant to which Harmonic will acquire Scopus. The acquisition will extend Harmonic’s worldwide customer base and strengthen its market and technology leadership, particularly in international video broadcast, contribution and distribution markets.  

Under the terms of the definitive agreement, which has been approved by the Board of Directors of both companies, Harmonic will pay $5.62 in cash for each outstanding share of Scopus, representing an enterprise value of approximately $51 million, net of Scopus’ cash and short-term investments. The proposed acquisition is subject to customary conditions, regulatory approvals and the approval of Scopus’ shareholders, and is expected to close in the latter part of the first quarter of 2009. Harmonic has received voting agreements supporting the proposed acquisition from shareholders representing approximately 50% of Scopus’ outstanding shares. 

Harmonic expects to realize cost synergies upon full integration of Scopus of $8-10 million on an annualized basis, making the transaction 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 at closing and, accordingly, cannot reasonably estimate the impact on GAAP earnings at this time. See “Use of Non- GAAP Financial Measures” below. 

For the first nine months of 2008, Scopus reported revenues of $55.4 million, an increase of 35% over the comparable period of the prior year. Approximately 79% of these revenues were outside the United States, with no single customer representing more than 10% of total revenues. Scopus has approximately 300 employees worldwide. 

“This acquisition extends Harmonic’s diversification strategy, providing us with an expanded international sales force and customer base, particularly in video broadcast, contribution and distribution markets, as well as complementary video processing technology and expanded research and development capability,” said Patrick Harshman, President and Chief Executive Officer of Harmonic. “Like Harmonic, Scopus has strong gross margins and a proven track record of innovation and growth. By combining our two companies, we see significant opportunities for product, sales and cost synergies.” 

“The combination of Harmonic and Scopus will further extend Harmonic’s video delivery leadership,“ said Yaron Simler, Chief Executive Officer of Scopus. “Harmonic brings its powerful customer relationships, brand reputation, technology leadership and financial resources. Scopus brings its highly skilled employees, proven distribution channels, strong customer relationships and sales momentum in emerging international markets. Scopus’ exciting new video products, including our next generation integrated receiver processor (IRP) platform, are a great fit with Harmonic’s portfolio of industry-leading products and solutions. We see this transaction as very beneficial for the customers and employees of both companies.”

For Globes article on deal

Mueller Water Products, Inc. Joins AICC

Mueller Water Products, Inc.  (NYSE: MWA) based in Atlanta Mueller Water Products is a leading North American manufacturer and marketer of a broad range of water infrastructure and flow control products for use in water distribution networks and treatment facilities. Mueller Water Products also acts as a distributor, especially in Canada, for products that are manufactured by other companies. Mueller Water Products broad product portfolio includes engineered valves, hydrants, pipe fittings and ductile iron pipe, which are used by municipalities, as well as the commercial and residential construction, oil and gas, heating, ventilation and air conditioning (“HVAC”) and fire protection industries. Our products enjoy leading market positions due to their broad brand recognition and a reputation for quality and service within the markets we serve. We believe we have one of the largest installed bases of iron gate valves and fire hydrants in the United States, and, as of September 30, 2007, our installed products included approximately three million fire hydrants and approximately nine million iron gate valves. Because of the strength of our brands and products, our products are specified for use in all of the top 50 metropolitan areas in the United States. Mueller Water Products large installed base, broad product range and well-known brands have led to long-standing relationships with the key distributors in the industry. Mueller Water Products diverse end markets, extensive distributor and end-user relationships, acquisition strategy and leading market position have contributed to strong operating margins and sales growth.

Marietta (Martie) Edmunds Zakas has been Senior Vice President, Strategic Planning and Investor Relations, since November 2006. Before joining the Company, from September 2001 through August 2006, Ms. Zakas served in various positions at Russell Corporation, an athletic apparel, footwear and equipment company, culminating in her role as corporate vice president, chief of staff, business development and treasurer. Prior to joining Russell Corporation in 2001, Ms. Zakas served as corporate vice president, director of investor relations and corporate secretary for Equifax, Inc., a consumer and commercial credit reporting agency, from 1993 to 2000. Ms. Zakas also served as Equifax’s treasurer, as well as executive assistant to the Chairman and CEO. Ms. Zakas earned a Bachelor’s Degree from Randolph-Macon Woman’s College, a Master’s of Business Administration from the Colgate-Darden Graduate School of Business Administration at the University of Virginia, and a Juris Doctor from the University of Virginia School of Law.